Misfit Mania
by NebulaBelt
Summary: FINAL CHAPTER UP!
1. Chapter 1

MISFIT MANIA Chapter One: Here We Go Again… 

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It started out as a normal day at the Xavier Institute…

"Destroy the X-Men my giga virus monsters! And then I—Kilokahn!—will rule the digital world!" A purple figure with glowing red eyes and a squid-like face laughed as the X-Men found themselves surrounded by a horde of gigantic computer virus monsters.

"Forge, remind me to kill you." Rogue grumbled as she punched a gigantic Godzilla-like monster in the face.

"How was I supposed to know that my latest invention to automatically program VCR's would transport us to a virtual world inside computer circuits?" Forge gulped as a gigantic foot nearly crushed him where he stood.

Yes, **this** was a **normal** day at the Xavier Institute.

"Uh, because **you** made it?" Kitty suggested. "Duh!"

"Forge you are **so** **dead** when we get back!" Jean swore as she used her telekinesis to throw one of the monsters aside.

"Kill Forge **later**! Take the monsters down **now**!" Scott ordered as he blasted another one.

"You know on the 'Scary Villain Scale, after the giant robots, alien invaders, terrorists, and demons these guys are only coming in around a '5' ." Kurt quipped.

"I always knew you were a fool Kilokahn!" Snarled a wrinkled, evil looking villain that vaguely resembled Emperor Palpatine from _Star_ _Wars_. "So now I—Grimlord!—shall be master of the digital world! Attack my cyborg army!"

"HRRAAAH!" His army yelled as they rushed at the X-Men.

"Gambit can see it's going to be one of those days." Gambit sighed.

"What, you mean a regular day?" Bobby asked.

"I bet the Misfits don't have to put up with this sort of thing!" Peter groaned. "I knew I should've stayed in Russia."

The Misfits were starting to wish they'd stayed in Russia too as they were busy fighting an army of alien monsters from outer space in what was a typical day for them.

"If we don't stop Emperor Gorganus he'll take over the Earth to use its location as the focal point of a system of power portals of to conquer the universe!" Althea reminded the Misfits as they fought Gorganus' army of alien monsters.

"Who are you, the narrator?" Pietro asked rhetorically.

"Man isn't this just typical?" Lance muttered.

"What, us fighting an army of freaks and weirdoes?" Todd asked as he slimed several of the alien monsters.

"Yeah, pretty much." Xi agreed as he kicked one monster in the head.

"Besides that!" Lance groaned. "While we're out here saving the world, the X-Geeks are probably goofing off!"

"Worry about that later!" Wanda said as she hexed the monsters.

All in all, it **was** a normal day. But that didn't last thanks to the machinations of their enemies…I mean their **real** enemies.

&&&

"This is an outrage!" Pierce bellowed as he crushed a wine snifter in his mechanical arm in a pique of spite.

"What is it **this** time Pierce?" Shaw sighed in resignation as the Hellfire Club gathered in its usually meeting place. "What's the matter?"

"**This**! **This** is the matter!" Pierce shouted as he waved a piece of paper around. "Our sources tell us that Sky High has finished rebuilding itself from our attack last month! Moreover, it's bigger than ever! They actually took the time to **expand** Sky High and make it a junior high **and** high school for the goody-two shoes of the world! They've built dormitories to house students who have no homes and beefed up their defenses! We'll never be able to strike at them now!"

"This is all unfortunate but not a cause for concern." Leland tried to calm him.

"It is when the stinking Justice League and Teen Titans stick their noses in!" Pierce shot back. "According to our sources, Sky High graduates will now be put together in groups of five and established in cities across the world as new chapters of the Teen Titans! And when they grow experienced enough they become members of the new, expanded Justice League! This will sink us!"

Murmuring broke out among the members of the Hellfire Club at the news that their enemies have become that much more organized and resolute in their struggle against them.

Their fearful talk abruptly silenced when their Lord Imperial, the immortal known as Vandal Savage, stood up and commanded their attention.

"Enough! This is of no real concern to us." Savage admonished them. "Our plans for world domination cannot be stopped by any school or league."

"The X-Men and Misfits were enough to stop Emma's schoolboys." Pierce sneered, eager to score points off her. Emma's hands clenched angrily into fists but otherwise gave no sign that Pierce's pointed comment about the late Omega Hellions affected her.

"Curious. My 'schoolboys' as you called them—even my rawest and newest recruits—were still able to do more damage and distract our enemies longer than anything your precious Reavers have managed to do." Emma said evenly. "And if it were not for my Hellions then we would not have Cobra under our control."

"A damaged and wrecked Cobra!" Pierce spat.

"And therefore even more dependent upon us." Emma said coolly.

"Well how do you propose to keep the wretched X-Men and Misfits from disrupting our activities now that your precious Omega Hellions are dead as dust?" Pierce drawled. Emma's eyes flashed but she never given the chance to fire back, for Savage held up one hand.

"I have decided that our newest White Pawn will be given the honor of handling these upstart children." Savage grinned as he waved his hand at Cobra's second in command, Destro.

"I assure you Lord Imperial," Destro bowed. "That this time, the Misfits and X-Men will meet their doom and the plans of the Hellfire Club will continue without disruption."

&&&&&&

A/N: Yeah, it's starting again. More Misfitverse madness! In case anyone's wondering Kilokahn is from Superhuman Samurai Syber Squad, Grimlord is from VR Troopers, and Emperor Gorganus is from Tattooed Teenage Alien Fighters from Beverly Hills (seriously). They're all cheap Power Ranger knock-offs and so comically bad that I just HAD to put them in as cameos.


	2. Chapter 2

Chapter Two: No Need for Teamwork

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"…so after we beat the viral monsters and cyborgs we kept hitting Forge until he built something to bring us back here." Rogue concluded as she finished telling the story to Amira.

"Sounds like I missed a lot." Amira said sounding like she wasn't sure that was necessarily a bad thing. "But I couldn't exactly go gallivanting around some cyber world from here." Amira was resting in the Institute's infirmary with a gauze bandage wrapped around her head.

"Yeah, tough break about the Danger Room." Rogue said, wincing at the memory. Ever since Amira arrived at the Institute, Rogue had taken the younger girl under her wing. She probably saw a lot of herself in Amira's aloof and vaguely hostile attitude towards most of the other X-Men. Rogue was one of the few people who could draw her out.

"No kidding." Amira grumbled, coloring slightly at the memory: she'd leapt to avoid a giant buzz saw and over jumped. She ended up bashing her own head into the wall and gave herself a mild concussion. Rogue raised an eyebrow.

"No offense, but what did you expect? That on you would amaze us all with your unparalleled skills and talent in the Danger Room despite the fact that we've been doing this for years and this was your very first attempt?" Amira had the grace to look embarrassed.

"Something like that, yeah." She admitted. Rogue rolled her eyes.

"Well stuff like that only happens in stories." She commented. "So how're you holding up?"

"Logan had me on the obstacle course with the other New Mutants while you guys were gone."

"It go all right?" Rogue asked. Amira shrugged.

"Yeah I guess so, though I think I'm going to go upstairs and take a bath." Rogue was about to ask why she simply didn't shower afterwards in the locker room but bit her lip at the last minute. She remembered that many of the X-Girls had voiced their 'discomfort' at having Amira shower with them. They were afraid of being ogled by a girl who was openly bisexual. Amira said that she preferred baths anyway. It was better for her muscles if she soaked them in warm water.

Rogue shrugged uncomfortably and Amira headed upstairs. When Rogue walked back into the living room she groaned to see the Misfits were there and arguing with the X-Men.

"There is no way that virus monsters and cyborgs are worse than alien monsters!" Pietro argued.

"Yes way!" Bobby snapped.

"You guys had it way too easy!" Fred argued.

""No, you guys did! Scott insisted.

"You!" Shouted the Misfits.

"You!" The X-Men shouted back.

"**You**!"

"**YOU**!"

And they were off. Pointless bickering soon led to pushing and shoving and soon led to yet another full out brawl between the Misfits and X-Men. The adults tried to get into separate it, but that only resulted in numerous bruises and concussions—for the adults.

"Hey Al, you wanna get in a workout?" Todd asked as he pointed to the brawl.

"Hmm…naaah, I've had enough for one day. Besides," she grinned mischievously. "There's a slightly different kind of workout I want to get in with **you**."

"Make out session in the bathroom?" Todd asked.

"You know it Toddles." Althea grinned as they headed upstairs. "Somehow I just like the ambiance around here."

"The what?" Todd asked, raising his voice to be heard over an explosion.

"Never mind." Althea sighed as they made their way into the bathroom. "Now, I believe we have some things to discuss?"

"Do we?" Todd smirked.

"Oh yes," Althea smiled back as she leaned forward and—

"Hey! Do you **mind**?" Amira fairly shrieked as she sat in the bathtub and crossed her arms over her chest.

"Oh geeze!" Todd gasped as he clutched his hand over his heart. "Are you trying to give me a heart attack?"

"You! You're not the one trying to take a bath while other people are trying to make out!" Amira shouted.

"Okay, okay let's settle down!" Althea groaned. "Toddles, let's just take this someplace else."

"Uh sure thing Al." Todd agreed quickly as they turned for the door. "After you—"

"Hold it!" Althea and Todd turned around again to see Amira as she finished wrapping a towel around herself. "I want a word with you." She said to Todd. "Alone."

"Uh, Al?" Todd blinked wondering what he should do. Althea looked uncertain too.

"I'll just be outside…" Althea said as she stepped out and closed the door behind her.

"So, uh, what did you want to talk about?" Todd gulped as he looked up at the taller girl's eyes.

"Just delivering a message." Amira said sweetly. "From Vlad." She grabbed Todd by the throat and slammed him against the bathroom wall. "Listen you little toad." She growled menacingly. "Vlad loved Althea like a little sister. And because he isn't here to do this himself I'm going to have to say it," Amira's eyes blazed. "If you **EVER** hurt Althea in **ANY** way I will **rip** out your tongue, **throttle** you with it and then toss you down a hole so deep that not even Avalanche will be able to dig your corpse out again. Is. That. **Clear**?"

Todd nodded and gurgled pitifully. "I'll take that as a yes." Amira let go off his throat and let him slide down to the floor. "So glad that we could have this talk." Todd just massaged his throat and nodded. Feeling a slight stab of pity, Amira reached down and helped pull him up again just as Pietro ran into the room.

"Excuse me, I have to use the little speedsters'…hello? What have we here?" He grinned. "Toad you **dog**!"

"Todd!" Althea shouted as she poked her head in. "What's going on?" She demanded.

"Uh…" Todd winced. He didn't want to admit to being threatened because Pietro would tell everyone and annoy him stupid and Althea would beat up Amira, which he also didn't want. This left Althea and Pietro free to form their own conclusions.

"Wait till I tell everybody!" Pietro cackled as he took off.

"Oh not you don't!" Althea growled as she, Todd, and Amira dashed after him. "Todd you and I are going to have a **long** talk later!" Todd groaned.

"Hey everyone! Amira was hitting on Toad naked in the bathroom!" Pietro shouted as he ran into the living room, only to have Todd leap on him. The two started rolling around on the floor, everyone else turned as Althea and Amira ran down the stairs—Amira still in her bath towel. She flushed under all the attention.

"Like what's that all about?" Kitty asked as Todd wrestled with Pietro.

"Your latest X-Geek is a horny little thing." Pietro chuckled. "I guess what they say is true…" He insinuated with a waggle of his eyebrows. Amira's eye twitched.

"Let me clear something up for you Pietro." She growled. "Being bisexual or gay does **NOT** make someone more horny than the average person. All it means is that when I say that you're the last person on Earth I would ever go out with, I do mean the **LAST**. Any guy—**or** girl—has a better chance with me than you. " Pietro's face fell as sniggering broke out around him.

Amira turned around and started to head back upstairs to her room to get dressed when she paused and turned her head back "Oh and one more thing Pietro." Amira's innocent smile belied her next words. "Bragging to all the girls on how fast you are—that you're the number one speedster—might have something to do with the reason why you're still a virgin."

Loud laughter erupted when that last barb sunk in. Pietro—his face red with anger and embarrassment—started to stamp his feet with annoyance. While the mutual satisfaction in seeing Pietro humbled brought both sides together for a moment, the prior animosities between the Misfits and X-Men soon resurfaced.

"I'm starting to think that our teams still need some work getting along." Storm sighed as another fight started over some inconsequential matter.

"Ya think?" Low Light said.

&&&


	3. Chapter 3

Chapter Three: A Slight Tiff…

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A little while later Amira came back down. Althea tried striking up a conversation with her as the others continued their fight.

"So is Naomi doing okay?" Amira nodded.

"She's making fast friends with Penny and Jamie. She's even starting to learn English. She really likes it here."

"Do you?" Althea asked.

"It's fine." Amira grinned, "Though I could do without the Danger Room."

"Logan driving you hard?"

"Eh, he's not that bad." Amira shrugged. Althea looked at her as if she were insane.

"You must've hit your head harder than I thought." She said, blinking.

"Look," Amira tried to explain. "Ever since I was a little girl I've had to run into Israeli soldiers on a daily basis. Big, scary looking men with guns with trigger-fingers. Add to THAT armed demos by people like Islamic Jihad. Compared to all that, one short, hairy Canadian with some knives in his hand isn't that scary." Amira scoffed.

"I heard that twinkle-toes!" Logan shouted from another room."

"That's 'cause I SAID IT OUT LOUD BADGER-BOY!" Amira yelled back, content in the absolute freedom that having nothing left to lose can bring.

"You like to live dangerously, don't you?" Althea asked.

"There's another way?" Amira smirked.

"So, tell me…" Althea tried to ask in a nonchalant manner. "Is there any you're…interested in?" She still had her suspicions about what had occurred between Amira and Todd in the bathroom. After all, if she found Todd irresistible how could any other woman fail to do likewise? Amira blushed and hoped her darker skin hid it.

"Well there **is** one person…" She said, not quite meeting Althea's eyes.

"Wondering what you should do to make up for the bathroom incident?" Scott asked Todd as they watched Althea and Amira talk. "Got any plans?"

"Plan? Who needs one?" Todd asked. "Love is magical! Spontaneous!" Todd grinned as he reached behind him, grabbed an arm and spinned around to plant a kiss on Althea's lips…

"Todd!" Althea bellowed in outrage.

Todd opened his eyes in confusion to look into Amira's nauseated expression. He hastily pulled away. He tried to explain to Althea, but she already stormed out of the room in a huff.

"Was it as bad for you as it was for me?" Amira asked him, gulping. "Excuse me..." she ran out to go throw up in the bathroom. She didn't quite make it.

"**Erraagh**! Twinkle-Toes!" Logan bellowed in disgust.

Meanwhile, Althea had walked into the living room. Her father was there watching something…well incriminating involving two women.

"Oh Althea! I didn't see you come in!" Shipwreck laughed uneasily as he lunged for the remote.

"Dad!" Althea shouted. "What is wrong with you? Besides the usual?"

"Can't a man enjoy a little fun time with a nice woman or two?" Shipwreck asked with a pout.

"Don't get me started!" Althea warned. "I'm already mad enough without you talking about two women to a guy! I caught Todd kissing another girl!"

"Wow." Shipwreck blinked. "The boy has more charm than I thought!"

"**Dad**!"

"What? All I'm saying is that it's impressive for a guy to have two girls after him! It's a kind of mark of achievement!"

"Errrgh!" Althea exclaimed as she spun on her heel and left. "What is wrong with all the men in my life? How would they act if I went and—" Her eyes lit up as an idea hit her. "I need to find Amira."

She found Amira gargling Listerine in the bathroom. "Still not clean…still not clean…"

"I take it that you're **not** after my Toddles then, huh?" Althea asked. Amira shuddered and gave an enthusiastic nod of her head. "Well in **that** case, I need a favor from you if you wouldn't mind…"

&&&

Todd and Shipwrecked walked through the halls looking for Althea.

"Al was really steamed." Todd groaned. "If I don't apologize soon she'll **kill** me!"

"And she stole my remote!" Shipwreck protested.

"Isn't it technically Xavier's?"

Shipwreck shrugged. "Hey, we're guests! His house is our house."

"Well it ain't like he invited us or nothing yo..."

"Since when has **that** mattered? Let's just find my daughter and say we're sorry for whatever it is we did wrong so we can—GAAK!"

Todd and Shipwreck's jaws dropped at the impossible—and mind warping—sight of Althea and Amira kissing!

"Aaaah?" Todd goggled.

"Ehhhh." Shipwreck agreed. Almost in unison their eyes rolled upwards and they both fainted dead away.

"Are they down?" Althea asked.

"And how." Amira nodded.

"That ought to teach them a lesson." Althea said. Amira looked at her.

"Which would be…?"

"That guys shouldn't fantasize about how erotic it is seeing two girls go at it. When Jean or Kitty does it they're called sluts but when guys do it…"

"I get your meaning." Amira nodded. "Glad to help."

"Good. Then you can do one more thing." Althea says.

"What?"

"You can let go of my butt which—by the way—was NOT part of the plan." Amira grinned weakly and let go.

"Sorry. Accident." She said innocently. Althea just shrugged.

"So how much do I owe you for this?"

"I think I've been well compensated for my time." Amira grinned as she walked off, practically skipping down the hall. Althea scratched her head.

"I wonder what that's all about?"

Elsewhere, the adults had meanwhile finished their deliberations.

"Are you sure this is a good idea?" Roadblock asked Xavier.

"I think it's the only way."

"You may be right." Spirit agreed. "But it's still going to be hard saying good-bye to our kids."

&&&


	4. Chapter 4

Chapter Three: The Ol' Switcheroo 

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The next day General Hawk gathered the Misfits together to give an important announcement.

"Listen up!" Hawk ordered. "Professor Xavier and I had a…talk last night." Pietro raised a hand.

"Was this before or after the third shot of vodka?" He asked. Hawk glared at him.

"In an attempt to foster better relations and teamwork between the X-Men and the Misfits, we decided to establish an exchange program between the two teams."

"…Meaning?" Todd asked.

"Meaning that—temporarily—one of you will trade places and stay at the Institute as an X-Man." Hawk answered. "By the same token, two X-Men will be coming here to be Misfits."

"I guess this is because there are more X-Men than Misfits, right?" Althea asked. At Hawk's nod she continued. "Who's coming? Who's going?"

"That's up to you. We decided to be a bit realistic here and recognized that there's no point in forcing you guys to accept someone you don't like and don't want to work with in the first place. Whoever comes here, it'll have to be because **you** want them here."

"Who says we want any of them?" Pietro called out. Everyone ignored him.

"This is **serious** people." Hawk said looking at each Misfit in turn. "This is **not** going to be an exercise where you bring an X-Man you just want to torture. The two X-Men who come will train with you, fight with you, **live** with you. Think carefully before you choose. I'll want your answers by tomorrow evening. I'll also let you know whom the X-Men picked to come stay with them. Dismissed."

"Um, General Hawk? You're in **our** house." Arcade pointed out.

"Riiiight. Carry on." Hawk said as he beat a hasty retreat and left the Misfits alone to plan.

"So now what, yo?" Todd wondered.

"I guess we should go through the list and eliminate anyone we know we couldn't put up with: people we couldn't stand living with for a while." Althea reasoned.

"That means Summers is out." Lance grunted. "So is Bobby. Colossus too."

"And Kitty!" Spyder said vehemently.

"And how!" Lance agreed.

"Isn't it great how many friends Lance makes with the X-Geeks?" Pietro asked sardonically.

"Jean's out." Fred muttered. "And Gambit."

"Kurt too." Todd said.

"I thought you two buried the hatchet, more-or-less." Angelica noted. Todd shrugged.

"Yeah, I guess, but why risk going back a couple of steps, you know? I mean, Fuzzy ain't going to be too fond of our Mystique dartboard or our Mystique bashing sessions."

"Good point." Althea allowed as she scratched off Kurt's name.

"Rogue wouldn't be a good idea either." Wanda spoke up. "As much fun as it would be to have the two of us beating the crud out of Pietro together, the house might not be able to survive it."

"Yeah, having more than two of Magneto's kids living in one house will probably cause the universe to explode." Arcade reasoned.

"And we don't want to risk having whatever progress those two made get sent back over bathroom time or whatever else gets under their skin from living together." Althea agreed.

"Too bad." Fred said. "Could have had us an old Brotherhood reunion."

"Like Rogue _really_ missed those days." Pietro snorted. "Face it, we couldn't put up with any of the main X-Men living with us for any period of time."

"Or vice versa." Wanda said, looking at her brother.

"What about X23?" Xi asked. "She's on the main team and she has no old grudge against the old Brotherhood. We get on fine."

"For some reason, I'm not surprised." Shane said wryly.

"I don't know if SHIELD would approve of her leaving the X-Mansion." Althea mused. "They keep pretty close tabs on her."

"And don't forget that she's a feral type and she's been trained to attack amphibian types." Lance reminded everyone.

"You don't think she'd hurt Little C, would she?" Fred asked worriedly.

"Claudius I don't know. Althea and Todd are another story." Lina agreed. "I'm sorry Xi, but Rina is out." Xi nodded, understanding his teammates reasoning.

"Besides, you think Wolverine will let his daughter—clone, whatever—stay with us?" Todd asked. "He'd skin us if we did anything to bug her." Everyone winced at the truth of the statement.

"I guess that means Jubilee is off the list too." Althea said.

"Nuts." Shane grumbled.

"Great, we've gone through the entire main team and **none** of them are tolerable." Pietro groaned.

"Neither are you, but we manage." Spyder shot back.

"Who said it had to be an X-Geek on the main team?" Todd asked. "There's always the not-so New Mutants."

"Well we already scratched off Jubilee and Bobby anyway and Ray is **so** out of the running it ain't even funny." Fred said. "There aren't that many New Mutants who hate us…are they?"

"Depends. We have to be fair to whoever we pick." Althea said.

"Meaning?" Pietro asked,

"Meaning it isn't fair if we bring someone here just to listen to us rag on their friends the whole time." Althea explained. "Take Danielle Moonstar for instance. She's one of Kitty's better friends. Do you think we could bring her here and then rag on Kitty the whole time?"

"You're right, that isn't fair to Dani." Angelica agreed. "And asking us not to rag on Kitty is just impossible."

"Betsy reminds me of Risty—Mystique." Todd shuddered.

"Forge is out." Althea said, moving on. "If we take him, the X-Men might not take him back. And we've got enough insane inventors on our side as it is!" She said, looking at her sisters and Arcade.

"Doug and Everett are out too. They're not really what I'd call the adventurous type." Lance said. "And you'd need to be around here."

"Amira is just getting settled in." Lina chimed in. "We should give her chance to put down some roots before we bring her back to visit again."

"Naomi and Penny are too young." Pietro said. "And Jamie would get stripped by Trinity the moment he arrived. Besides, we don't need them conspiring with Trinity and Spyder!"

"Penny could kick your butt all on her own." Wanda snorted.

"What about Amara?" Pyro asked eagerly.

"She's too prissy. Too stuck up." Lance answered. "Besides, she'll—literally—blow her top if you keep trying to hit on her."

"Maybe it'd be faster if we just went through everyone we **don't**' have a problem with." Wanda groaned.

"Who's left?" Fred wondered.

"Let's see: There's Tim a.k.a. Skullfire…" Althea started.

"I don't think Skullfire's a good idea." Lance winced. "He's basically Tabby if she was a guy!"

"Heh, imagine if the two of them hooked up." Pietro cackled and then promptly turned white at the thought. So did the rest of the Misfits.

"I am **so** glad Tabitha is with Cannonball right now." Todd groaned. "Tabitha and Tim would be too much for anyone to handle!" Xi blinked.

"Fred, you said you desired an old Brotherhood reunion, correct? If Rogue is not suitable, why not invite Tabitha?" He suggested.

"That's…not that bad an idea." Wanda allowed. "I've always wondered just how she kept you guys in line. We could trade notes."

"She seemed pretty cool when my dad was hitting on her mom." Althea agreed. "I'm kinda curious about that other stuff too."

"Yeah…you know we have kinda drifted apart a bit. It'd be nice to catch up." Todd mused. Lance gaped at him.

"Are you **insane**? You want to invite **Boom** **Boom** to live with us? **Again**? You were the one who called her trouble when she first moved in! And you were **right**!" Todd shrugged.

"Eh, call me nostalgic."

"I'll call you something…" Lance muttered.

"Look at it this way Lance," Pietro added. "We already blow holes in the wall and live on a base that has an average of ten explosions a day. Tabby can't really do anything worse than what we live with **now**."

"Boom Boom it is!" Althea said as she made a check next to Tabitha's name, as opposed to all the names that had been crossed out. "Finally! Some progress."

"So we need one more person to invite…" Angelica mused. "Roberto?" Everyone shrugged.

"To be honest, I don't think we've ever spent much thought on the guy….good or bad." Todd said. "Got nothing against him…but nothing for him either, you know?"

"Jesse would have a heart attack if he ever came here." Shane noted. "And there would go all the electrical devices at the Pit when it happened."

"Sam's an okay guy," Lance said, thinking back to how he stayed sober when the other New Mutants got drunk. "Good head on his shoulders…but he is team leader of the New Mutants, they probably can't spare him…besides Xavier wouldn't let him and his girlfriend come out here away from their supervision…"

"Probably afraid that if they aren't watching them, Sam and Tabby will go at it like Scott and Jean." Todd chuckled.

"Paige is okay…Dead Girl too." Althea mused. "But I feel like I'm forgetting someone."

"Considering how many of them there are, it isn't hard to see why." Pietro said. "Sometimes it feels like its raining X-Geeks!"

"Forgive me if I don't say 'Hallelujah!' " Lance smirked. Althea snapped her fingers.

"That's it! Rahne!" Pietro blinked.

"Wolf-girl?" He asked. "What, you want to hook her up with Lance's coyote?"

"She might be a good choice." Lina spoke up.

"Unless Trinity try to make her their 'doggy' again." Angelica said.

"Heck, she beat up the Dreadnoks that's gotta be worth a couple of points in anyone's book." Althea said,

"So she beat up the Dreadnoks?" Pietro asked. "So what? She can join the club. We've got t-shirts."

"I'm wearing one now." Fred said as he pointed at his chest. Sure enough, he was wearing a white shirt with large black lettering that read: 'I BEAT UP THE DREADNOKS AND ALL I GOT WAS THIS LOUSY T-SHIRT…' Fred turned around to display the back, '…AND A LOT OF SELF-SATISFACTION!'

"What size is that? A XXX-L?" Lance asked with a smirk.

"I actually did get Rahne one of those shirts…in her size, of course." Althea said. "I've got to send some over to the Runaways, if we ever find them again. At any rate, Rahne seems all right to me. She did a good job on her own when she and Catseye went gallivanting all over the map (**Re**: **Mischief** **Incorporated**), there's no bad blood between her and any of us, and she's a smart girl. I think we'll get along fine."

"If you overlook the time she got taken for a ride by a bunch of wolves in real-estate agents' clothing." Lance pointed out. Althea just looked at him.

"Lance, you are really…and I mean **really**…the **last** person to call someone else out on account of a bad, abusive relationship." Lance flushed. Althea looked to the others. "So we've decided?" She asked everyone. "Tabitha and Rahne as our guests and honorary Misfits?" Everyone nodded. "Good."

"Took us long enough." Shane grumbled as he looked at the clock.

"I just hope the X-Men spent the time to think this through as thoroughly as we did." Angelica said hopefully.

&&&

Meanwhile, at the Xavier Institute:

As Professor Xavier, Logan, Hank, and Ororo just finished explaining the proposed exchange problem, the X-Men looked at each other for half a heartbeat before turning back to the adults with their answer.

"Lina." They said in unison. Logan and Xavier just blinked. Ororo frowned at them.

"This is a serious attempt to work with the Misfits better." She said. "You can't just randomly pick a Misfit to come to the Institute without any thought behind it…"

Rogue looked at her. "Storm, if you really thought this out you'd realize that this is one choice that didn't require any more than two seconds of thinking." Everyone nodded.

"Lina's the **only**, and I mean ONLY **sane** Misfit." Scott said. "And the only one who doesn't hold a grudge against any of us."

"Or vice versa." Kitty agreed.

"There's no way Scott could get along with Lance if he tried coming here…again." Rogue said referring to the first time Lance had tried his hand at being an X-Man.

"Kitty wouldn't be able to stand Angelica **or** Spyder and Bobby couldn't stand Shane, and Arcade can't stand anybody but Cerebro." Jean said. Kurt went through the rest of the Misfits.

"Blob would eat us out of house and home, Pyro would burn the place down and hit on Amara incessantly, Althea would sicken us to death talking about her "_Toddles_," Todd would whine about being away from Althea and get slime everywhere, Xi is too psychopathic, Wanda is too easy to tick off…"

"And it's not like there aren't a thousand and one ways to tick off even the most patient of Saints here." Remy said.

"And as for Trinity and Pietro…" Kurt continued. He shook his head. "No. **Just** **_no_**."

Storm blinked. "You're right. Lina really **was** the only choice, wasn't she?"

"And how." Logan said. "Wait, didn't she once beat up Jean?" Jean shrugged.

"It was a long time ago." She said. "I've moved on."

"Besides," Rogue drawled. "If we disqualified everyone who's beaten up Jean or wanted to, we wouldn't have any Misfits left. Or any X-Men either for that matter." Jean just glared at her.

"I'll go call General Hawk." Xavier said as he and the adults left. "Well, that seemed to go well."

"Of course it did." Logan snorted. "We lose two students and pick up Dragonfly instead. We're coming out ahead of the bargain." Ororo nodded.

"It does seem as if this will all go smoothly."

"We always think that and yet it never does…" Hank sighed.

&&&


	5. Chapter 5

Chapter Four: Getting Ready 

&&&

"Me?" Rahne gaped as she sat down. "They want **me** to be a Misfit?"

"Temporarily." Xavier reminded her. "It'll only be for a few weeks." When the Misfits had called to inform the X-Men of their choices for the program there had been some…surprise. Also a lot of money traded hands in the betting pools. Jamie won handily; he'd be collecting money from the others for quite a while. Tabby had been pretty enthused by being chosen (Sam was a bit glum that his girlfriend would be gone for a few weeks, though Bobby and Ray were glad that there would be notably less explosions in their underwear drawers for a while).

Rahne, however, was a bit more wary of being chosen.

"But why me? Okay, Tabby I get since she used to be in the Brotherhood with those guys, but why me? I barely know them!"

"Maybe that's why. Perhaps they wish to reach out to those of us they don't know as well in an attempt to forge new friendships."

"Or maybe they were simply getting tired of driving Slim and Half-Pint up the wall and want to do something new." Logan quipped. Xavier looked at him.

"_You're not helping_." Xavier told him telepathically. "I realize that this may seem a little frightening Rahne, but I am sure that this will be a wonderful experience for you."

"Besides, it'll get you out of the Mansion and Bayville for a while." Warren pointed out. "We've all been cooped up here too long."

"Poor Wings getting all cramped?" Hank asked mockingly.

"Bite me Cookie Monster!" Warren snapped.

"I'll just pluck your wings Tweety!"

"Case in point." Ororo groaned as Hank and Warren started bickering in earnest.

"If it gets me away from all this…" Rahne said slowly, warming up to the notion. "Not to mention Danger Room sessions."

"It'll be all right Rahne." The Professor promised. "I would never let anything happen to you." He meant that and not only because Rahne was the daughter of his old flame, Moira McTaggert. Rahne bit her lip and nodded after a moment.

"Okay…I'll do it!" Ororo smiled at Rahne. Xavier nodded. Logan just grunted. Hank punched Warren in the face.

Over at the Pit, the response to the X-Men's selection was a no less noisy.

"WAAAAAHHH!" Fred sobbed as he hugged Lina to his chest. "They're gonna take Lina away!"

"It isn't that bad Freddy." Lina breathed as her usual dark brown skin started turning blue from asphyxiation.

"It isn't like we didn't see this coming, yo." Todd pointed out. "I mean, who really thought that the X-Geeks woulda taken anyone else?"

"We couldn't even get a betting pool going." Daria grumbled. "There were no takers on anyone BUT Lina."

"Hey, when you're popular, you're popular." Pietro shrugged.

"And how would **you** know anything about that?" Wanda scoffed.

"Um, Fred? Maybe you should let go of Lina before you crush her." Althea suggested. Fred looked down and frantically let go.

"Sorry Lina!" He apologized. "It's just…I…I'm gonna miss you!"

"I know you are Freddy." Lina smiled kindly. "But I'm not going to be gone that long."

"But…" Fred wrung his hands together.

"Can you do me one thing Fred?" Lina asked.

"Anything!" He nodded eagerly.

"Can you make sure Rahne and Tabitha are okay once they get here? This is going to be a little strange for them and I want them to feel at home." Althea smiled. That was Lina in a nutshell.

"If you're that concerned," Althea suggested. "Why don't you head over to the Institute first when the time comes for the switch? You can give them a few pointers about life at the Pit before they go and then give them some spare teleportation watches so they can get here."

"That sounds good." Lina agreed.

"In the meantime, we'll get things ready on our end." Althea grinned.

"Do I want to know?"

"Not really."

"I might have guessed." Lina sighed.

&&&


	6. Chapter 6

Chapter Six: Welcomes 

&&&

The next day saw Rahne and Tabby standing at the door of the Institute with packed bags, waiting to be transported to the Pit. The others stood with them and waited for the Misfits to show up.

"So, this is it!" Tabby said excitedly. Rahne nodded. Sam just looked glum at the prospect. "Aww Sammy," Tabitha said as she noticed. "Are you going to miss me?"

"Yeah, I guess I am." Sam said dourly.

"Isn't that sweet?" Tabby crooned as she hugged Sam's face to her chest.

"Ahem." Storm coughed in disapproval.

"Spoilsport." Tabby sighed as she let go. "I'll see you soon Sammy."

"We'll miss you—especially me." Sam told her. "And you too Rahne." Rahne nodded and gave a weak grin.

Lina appeared via the Mass Device a moment later with her own bags. "Hi." She waved.

"Hey Lina!" Rahne and Tabitha waved.

"You ready to go?" She asked.

"As we'll ever be, I guess." Rahne answered honestly.

"Well, I brought you both a teleportation watch. The Pit's location is already programmed into it. You just have to hit the button and there you are."

"Thanks." Rahne and Tabby accepted their watches.

"Bye everyone, but have no fear. Boom Boom will be back!"

"That's what we're afraid of." Someone groaned. Still waving and calling good-bye, Rahne and Tabby disappeared, Lina turned to the X-Men.

"Welcome to the Institute." Professor Xavier said warmly. "I trust your stay will be a pleasant one. The students are all very happy to have you here." He wasn't just being polite. Several of the boys in particular were very looking forward to having Lina—an attractive and gentle soul—live with them and having Tabitha and Rahne (who could beat any of the guys up as needed) absent for a while.

"I'll take your bags!" Bobby said eagerly.

"No, I will!" Ray argued.

"I'll show you to you're room." Everett offered.

"Over my dead body!"

A small scuffled broke out as the boys started fighting for the privilege of taking Lina up to her room—formerly Rahne's.

"Don't worry." Jamie told her as he clapped his hands and created half a dozen clones. "We'll take you bags **_and_** show you up to your room."

"Why, thank you." Lina smiled warmly as she planted a kiss on his cheek. "You're sweet."

A blushing but beaming Jamie squad quickly took possession of Lina's bags and escorted her in. The boys who had been fighting glared balefully at him.

"Lousy squirt." Ray grumbled.

"He gets all the breaks." Bobby groaned.

"And here I thought that there would be less fighting with Lina here instead of Boom Boom and Wolfsbane." Logan winced.

"I wonder what the Misfits have planned for them." Hank wondered.

&&&

As it happens, Rahne and Tabby appeared at the Pit, just in front of the Misfit's home. They looked at each other and then again at the Manor, which for some reason had a strange banner strung across the front. "Welcome to the Misfit's Happiness Hotel." Rahne read. "What's that about?" Tabitha shrugged.

"Knowing those guys, it could be anything. We might as well go in since there isn't a welcoming party out here."

"You first."

Tabitha opened the door. When nothing happened to her Rahne followed. Just inside was a peculiar sight—as if there were another kind in Misfit Manor. It was Todd standing behind a makeshift desk with a clipboard and a bell.

"Are you checking in?" Todd asked. Rahne looked at Tabitha questioningly, hoping she would have some idea of what was going on. Tabitha shrugged.

"Yes…we're checking in." She confirmed. Todd smiled and hit the bell on the desk.

"HEY! Somebody's checking in!" Todd shouted up the stairs. The rest of the Misfits poked their heads out of their rooms.

"Somebody's checking in?" They chorused. From somewhere music started to play. Rahne looked confused but Tabitha seemed willing to go along with it.

Todd's started bobbing his head from side to side and started to sing. "_Oh there's no fire in the fireplace, there's no carpet on the floor…Don't try to order dinner, there's no kitchen anymore—"_ He pointed into the kitchen where Wanda was hexing all the appliances to chase after Pietro and wreck the place. "_But if the road's been kind of bumpy and you need to rest a spell—"_

"**_Well welcome home, to the Happiness Hotel!_**" All the Misfits sang together.

"Is this what it was like living with the Brotherhood?" Rahne asked Tabby.

"Pretty much." Tabby agreed.

"Hey, how are you guys fixing to pay?" Todd asked.

"What are our choices?" Tabby inquired.

"A) credit card, b) cash, c) sneak out in the middle of the night." Tabby pretended to think it over.

"Hmm…we'll take 'c,'"

"Very popular choice." Todd commented as he snagged a fly out of their air with his tongue.

Trinity flew over and grabbed their bags. Before they could say a word, Trinity had flown off again.

"_If you've got luggage keep it handy but you're runnin' out of luck, cause the bellhops ain't too organized and the elevator's stuck_." Lance sang as Trinity fought amongst themselves over who would carry the luggage to what room.

"_So if you don't mind friendly animals_—" Angelica continued as Polly flew past with a beer can in his claws and Shipwreck chasing after him.

"_And can learn to stand the smell_—" Althea chimed in as she held Barney and Claudius in her arms, both of whom badly needed a diaper change.

"**_Well welcome home, to the Happiness Hotel!_**" They all chorused again.

"Tabby, I'm starting to wonder if this was a good idea…" Rahne said.

"Why?" Tabby questioned.

"_Welcome home_!" Half the Misfits continued, "_Welcome home_!" The other half chorused. "_Welcome home! Welcome home! No matter where you wander you will never do as well!"_

"_Okay the lobby's looking shabby and it's got the wrong address_—" Pietro admitted.

"_And the whole dang thing has been condemned by American Express_." Shane added. Spyder went next.

"_Still the management is cheerful though the whole joint's gone to hell_!"

"**_Well welcome home, to the Happiness Hotel_**!

"So you guys live here now?" Tabby asked Todd.

"Yeah but only when we're not kicking Cobra butt or hanging around Xavier's."

"So that means that you're hardly ever here?"

"Something like that." He admitted.

"_Oh there are bugs_." Arcade sang.

"There are bugs." Todd licked his lips.

"_And there are lice_." Trinity chimed in.

"There are lice." Todd repeated happily.

"_Sure, we have our little problems, but you'll never beat the price_!" Fred proclaimed.

"You've got every kind of critter." Tabitha said as she cuddled Baby Beaky, breaking into song as well.

"You've got every kind of pest." Rahne agreed as she warily eyed Pietro kissing his reflection in a mirror.

"_But we treat 'em all as equals just like any other guest_!" Todd promised.

"_Though you're cleaner than the others, still as far as we can tell_…" The Misfits started up again. "…_You'll fit right in at the Happiness Hotel_!"

"_We'll fit right in_!" Tabby sang as she put her arm around a now thoroughly daunted Rahne and sang.

"**_At the Happiness Hotel!"_** Everyone save Rahne concluded dramatically. Beach Head, attracted by all the noise, poked his head in the door and looked around. He shook his head.

"You are all…**weirdoes**!" Beach Head pronounced before closing the door again.

"He said it!" Rahne groaned.

&&&

A/N: With respect and apologies to Jim Henson.


	7. Chapter 7

Chapter Seven: Settling In 

&&&

Lina finished unpacking in time to join the others for lunch. It could've been her imagination, but she could've sworn that some of the others were going out of their way to impress her.

She asked Amira about it but her only response had been to roll her eyes and mutter. "Boys!" effectively condemning half the human race in a simple short word.

Bobby generously got up and pulled out Lina's chair for her. "Your chair?"

"Would you care for a drink?" Ray offered. Lina was a bit taken aback.

"Thank you, but I—"

"Do you want extras?"

"Need another napkin?"

"You two will need an extended stay in the infirmary for all the extra Danger Room assignments you'll have if you clowns don't pipe down." Scott snapped. He cleared his throat as everyone took their seats. "Well first off, I'd like to welcome Lina to Institute which I hope will be a positive experience for everyone involved. Secondly, I'd like to thank Kitty for NOT providing the catering for our lunch today."

"Not funny Scott!" Kitty snapped as she picked up a casserole and hurled it at him. Scott ducked at the casserole splattered against the wall, proving that she hadn't made it.

Bits and pieces rained down on the table, covering almost everyone in what had been the casserole.

"Thanks a lot Kitty!" Ray snapped as he picked up a handful of mashed potatoes and hurled it at her. Bobby ended up getting hit when Kitty let it phase through her. Bobby retaliated with an apple that ended up bonking Kurt on the head. Within seconds, a full-fledged food fight had broken out. More food ended up getting thrown against the wall or floor than was eaten.

"So much for attempting to present a rational, mature alternative for Dragonfly." Ororo sighed.

"On the other hand, it'll probably remind her of home." Hank predicted. Sure enough, when the food fight finally wound down Lina made her way over to Scott and the others.

"I really appreciate you doing this, just so I feel more at home. It's really nice of you."

"Sure…anytime." Scott said weakly.

"Which I have a feeling is how often this sort of thing will happen." Xavier moaned.

&&&

Rahne couldn't stand the idea of staying in a room with an alien scent. It was very distracting for her. She morphed to her wolf form and leaped up on the bed. Maybe spreading her fur around the room would help.

It was then that Pietro ran in. "Hey furface! Just the dog I was looking for!" Rahne lifted her head and looked at him. "Here I got you something." Before she could move, Pietro bolted over and half a heartbeat later backtracked away from her. Rahne felt something around her neck and shook her head. She had a hunch that she knew what it was. A collar.

"Like it? I got it just for you!" Pietro quipped. "To make you feel more at home. Besides we wouldn't wanted you spade if we ever go off base." Rahne growled at him. "What? I thought you'd want to get dolled up before Lance's Coyote asks you out." Pietro laughed. "Toodles!"

Rahne snarled as she ran after him. The little hummingbird knew as well as she did that she couldn't transform back to human with that collar still around her neck or else she'd risk strangling herself with it.

"Here Rahney, Rahney Rahney!" Pietro cackled as he ran down the stairs. Growling Rahne followed him into the kitchen where the others were having lunch.

"What are you doing Pietro?" Althea demanded.

"Just getting Rahne down for lunch." Pietro said as his wooshed his way around the kitchen. "Here it is!" Pietro dropped a dog dish with the name 'Rahne' onto the floor. It was full of a gloppy, disgusting looking dog food from a can. "Bon appetite!"

"That's not funny yo!" Todd snapped.

"She's our guest!" Fred protested. Rahne barked in agreement. "Lemme get that collar off you—"

"I'll just be go—ERK!" Pietro gasped as Wanda hexed him to the spot. He gulped nervously as Fred unfastened Rahne's collar. "Heh heh, all in good fun right Rahney?"

"Sick 'em." Wanda grinned. Growling Rahne leapt at Pietro.

"AAIIIEEEEEE!" Pietro screamed shrilly as Rahne chomped down on him. "That's a tender area!"

"All the more so now." Arcade snickered.

"Normally I'd say no mauling at the table, but Pietro earned it so do it as long as you're able." Roadblock grinned.

"THANKS A LOT!" Pietro screamed as Rahne snapped at his rear. After a few moments of flashing teeth and claws, a bruised and battered Pietro fell to the floor. Rahne transformed back to normal.

"So what's really for lunch?" Rahne asked as she poured herself a glass of water to wash out the taste of Pietro.

"Thanks for being such a good sport about Pietro's pranks." Angelica said.

"Good sport?!" Pietro protested furiously. "She **bit** me! A **LOT**!"

"That's how we know she's committed to becoming a Misfit." Althea explained. "You annoy the new guy, they beat you up, and then we consider them Misfits."

"Yeah you always try to be smart and make fun of people with jokes only you think is funny." Fred agreed. "Way I see it, you had it coming."

"You have to find a way to deal with him." Todd told Rahne. "He **still** can't resist making jokes about my mutation."

"It's not my fault that you're so covered in warts that it's only when you sneeze that we can tell where you nose is!" Pietro snorted.

"See?" Todd asked.

"Let me give you some advice." Tabby said to Rahne after they finished lunch. "When living with Speedy you have to show him whose boss. Otherwise he'll run all over you. Literally."

"Oh Raaaaahne." Pietro called as he poked his head out of her room, an idiotic smile plastered across his face. "Would you like to see your room?" Rahne felt a nerve over her eye twitch as she saw that her bed had been replaced with a little dog house. "Nice isn't it?"

"**GET** **HIM**!" Rahne shouted.

**That** **Night**

It was a cold, stormy night. Rahne slept peacefully in her bed as the rain fell outside.

"**This** **isn't** **funny**!" Pietro screamed as he lay on the ground, a collar round his neck chained to a post in the ground. His arms and legs were bound so he couldn't escape. His only shelter was the crudely built dog house he had built earlier, which now had the name 'Pietro' written on it. "**Somebody** please let me in! Somebody? **Please**?"

&&&

A/N: Next time! The X-Men meet some new friends in time for a new foe to emerge and rock their world! Next chapter: Musical Maladies staring L1701E's characters with a special guest!


	8. Chapter 8

Chapter Eight: Musical Maladies Part One

**A/N: Special thanks to L1701E for letting me use his characters for this! Thanks man! This is for you!**

&&&

"I'm like, so glad we get to visit the mall!" Kitty chirped as the X-Men made their way through a mall.

"A mall, Kitty. Not, _the_ mall." Jean corrected her. "We still can't go to the Bayville Mall anymore which is why we had to drive two towns over just to go shopping."

"A mall's a mall." Kitty shrugged.

"If you say so." Amira said. "The only malls I've ever been two were one or two back in Boston when I was still at the Massachusetts Academy."

"Not a lot of malls where you're from?" Scott asked.

"Not a lot of many things where I'm from." Amira said with equal parts sadness and bitterness.

"Well I just wanted to thank you for inviting us to come with you." Lina spoke up, shifting the conversation slightly.

"Hey any excuse to go shopping will do with Kitty." Rogue noted. Kitty just stuck out her tongue at her.

"Can we please sit down?" Kurt—in his holowatch appearance—groaned. "Before I get hernia?" He was carrying everyone's bags and boxes.

"We might as well stop for lunch." Scott agreed. "Let's go to the concession area."

As the X-Men sat down at a table need one of the eateries, they fond themselves confronted with a new problem.

"Hey Jabronis move off! This is my table!" The X-Men turned to see an angry looking kid with brown hair in a pony-tail. His blue eyes reflected a certain cockiness that promised trouble if he didn't get what he wanted.

"Your table?" Kitty asked. "Like, I don't see your name on it or anything."

"Your gonna see my name on your backsides if you don't move out!" He snapped at her.

"Look, I don't know who you are—" Scott started.

"The name's Wildfire, Kyle Wildfire." He said proudly. "Of the Wildfire Wrestling Dynasty!"

"Yeah…well I'm—"

"NO ONE CARES WHO YOU ARE JABRONI!" Kyle screamed in Scott's face, causing him to fall out of his seat.

"Hey!" Jean snapped as she leapt out of her seat. "I don't care who the hell you think you are but no one does that to Scott!" Kyle sneered at her.

"No one did that to Scott. I did that to Scott and I am not a 'no one'! I'm a Wildfire! A warrior!"

"I thought you said you were a wrestler." Amira pointed out.

"Same thing, jabroni." He scoffed at her.

"Okay, first off," Amira said calmly. "Making up words like that is dumb! And secondly wrestling is fake."

"What did you say?" Kyle asked slowly.

"Wrestling. Is. Fake." Amira repeated even slower.

"I'm gonna pound your face in!" Kyle yelled, red in the face.

"Look, why don't we all sit back and relax for a minute." Lina suggested calmly as she worked her way between Kyle and Amira. "There really isn't any reason for us to fight…"

"She insulted wrestling, of course there is!" Kyle snapped at Lina harshly. "If you're too gutless to fight, then get out of my way wimp!"

"Don't you insult her!" Amira shouted.

"Why? It's not my fault if she's a stinking pacifist. A coward…" That's when Amira hauled off and slugged him.

"You want some of this jabroni? You got it!" Kyle spat as he leapt at her.

"You don't know who you're dealing with!" Amira taunted as she went into a split, causing Kyle to sail over her.

"Neither do you!" Kyle responded when he got up again. His body seemed to crackle with electricity and he shaped it into a hammer-construct. Amira barely avoided becoming a pancake.

"Like, he's a mutant too!" Kitty exclaimed.

"Could you say that a little louder? I don't think everyone heard you!" Rogue hissed as people turned to watch and mutter.

"That's enough!" Scott said as he imposed himself between the two brawlers. "You're going to make a scene and make things worse for us!" Amira looked down and backed off.

"I'm not a coward!" Kyle roared. "I'm not afraid!"

"Kyle!" A red-haired boy shouted as he ran up to them. "That's enough."

"Jake, don't—" Kyle started to protest.

"Drop it." He hissed. "I'm sorry about this. My name's Jake, I'm Kyle's brother."

"Um could we hold off on the introductions for now?" Kurt asked as a small crowd started to gather.

"Oh, sorry! Paul, Craig could you take care of this?" Jake called. A pair of kids with black hair and a peculiar fashion sense headed over and stood in front of the crowd. A few moments later, the crowd dispersed.

"What the…" Kurt blinked.

"That takes care of that problem anyway." Jake said. "Let me introduce some friends of mine, Paul and Craig Starr."

The Starr brothers each had a five-pointed star over their right eyes, the only difference being that Paul's was black and Craig's was purple.

"They're mutants too?" Rogue asked questioningly.

"Great, so the cat's out of the bag." Craig muttered. Paul shrugged.

"Yeah, we are. We can fire lasers out of right eyes and can hypnotize people, which is how we convinced that crowd that they didn't see anything of note."

"I fly and make fire." Jake said. "And my brother can manipulate electricity and create constructs out of it."

"I noticed." Amira grumbled.

"I'm sorry about Kyle." Jake apologized. "He's a good guy deep down…"

"The Professor said the same thing about Magneto." Scott said archly.

"Hey, I know we all kind of got off on the wrong foot." Paul said, smiling a little. "But perhaps we can move past it and try again?"

"Sounds okay to me." Jean sighed, a little dreamily.

"Sure." Rogue said in the same tone of voice.

"Whatever you say." Kitty smiled. Craig looked at his brother in annoyance.

"Can't you turn that damn thing off?" Paul shrugged a little helplessly.

"It's pure charm, not something you can turn on and off."

"Oh brother." Amira rolled her eyes. Paul blinked.

"Why aren't you affected? I mean, I don't do this intentionally, but most girls I meet kind of go, well, you know—" He pointed at the X-Girls.

"Let's just say you aren't my type." Amira said.

"Well I don't think I'm there type either, not that I really would know their types one way or the other—"

"I prefer to keep different company." Amira restated.

"I don't follow." Amira decided that bluntness was her best friend in this situation.

"I like girls, you idiot."

"So do I but I don't see what that…oh." Paul blinked again.

"Do you get it now?" Amira asked with a little annoyance. "I'm a ho-mo-sexual!" She annunciated each part of the word. He blushed.

"Sorry. I mean I'm not sorry that you're—you know, 'cause there's nothing to be sorry about! It's great to be gay! I mean, not for me since I'm not but for you it's great because you are! It wouldn't be great for me—not that there's anything wrong with that—but…"

"Paul…" Craig growled. "You're embarrassing yourself. **And** me! Shut up!"

"Sorry." Paul said again, weakly.

"Look, as our way for apologizing for this whole mess, why don't you take these tickets?" Jake said as he fished into his pocket. "We kinda play in a band together and since there's a battle of the bands tournament coming up tomorrow night, maybe you'd like to come and check it out?"

"Sounds good to me!" Jean said as she took the tickets.

"Shouldn't we ask the Professor first?" Scott suggested but then withered under the glare of the X-Girls. "Never mind."

"Great!" Paul smiled. "We'll see you there." As the X-Men left a thought occurred to Paul. "Hey, where's Ace?"

&&&

"It's nice meeting you girls." Ace Starr, cousin of Paul and Craig said with a toothy smile as he ran his hands through his brown and black, mane-like hair. "But I really have to get going. If you want, I've got some extra tickets for a battle of the bands contest tomorrow night. Would your four be interested?"

"Definitely." Monet grinned.

"Absolutely." Tarot agreed.

"Yes!" Roulette crowed.

"Catseye love to go." Catseye purred with contentment as she took hers.

&&&

"Is everything ready?" The White Pawn of the Hellfire Club asked his ally. "The Hellfire Club has entrusted me with the task of destroying the X-Men and so I entrust the particulars to **you**. Do **not** fail."

The Pawn's ally grinned, a smirk tugging at the corner of her mouth.

"Trust me, this is one performance the X-Men will remember the rest of their lives." She grinned. "Too bad it won't be very long."

&&&

**A/N: Tune in next time when a special villainess appears on the orders of the Hellfire Club to smash the X-Men! Can the Starrs and Wildfires help?**


	9. Chapter 9

Chapter Nine: Musical Maladies Part Two

"Sweet!" Jubilee crowed as the New Mutants crowded around the X-Men and looked at the tickets to the Battle of the Bands. "Finally we have someplace to go on a Friday night!"

"This'll be a blast!" Amara exclaimed.

"Sounds like you're channeling Tabby there." Dead Girl noted.

"Oh man, Tabby'll be so mad that she missed this!" Bobby laughed. "We get to go to a concert while she's stuck with Misfit Morons!"

"Probably shouldn't say that to her face." Ray suggested.

"Or Sam's." Besty added as the southern mutant glared at Bobby who laughed weakly and shied away.

"Good point." Bobby gulped.

"I don't see what's so great about this." Scott grumbled as he crossed his arms. "That's valuable Danger Room time wasted!"

"What a pity." Roberto drawled.

"Such a shame." Everett agreed.

"I might get to live!" Doug said happily.

"What do you think Amira?" Lina asked. Amira looked at her for a moment and frowned.

"I think that Wildfire guy is a jerk."

"Maybe we just have to get to know him better." Lina suggested. Amira looked at her as if Lina had grown a second head.

"After what he called you? He wouldn't have said that if he wasn't a—" Amira dropped into Arabic to describe the lowest type of street scum. Doug winced.

"Well…" Lina trailed off. It was hard to deny that what Kyle said stung. It was even harder to deny that he was a jerk.

"Well at least that Paul Starr was dreamy." Kitty sighed. Peter buried his face in his hands.

"It never ends…" He moaned.

"He wasn't that good looking." Scott grumbled.

"Yes he was!" Jean, Kitty, and Rogue disagreed.

"Jean!" Scott whined.

"Well he was!" She protested. Amira rolled her eyes.

"Allah help me if I ever act that pathetic." She muttered in Arabic, blissfully unaware of just how she acted when Althea was around.

&&&

"Why'd you go an invite those X-Dorks?" Kyle grumbled as they moved their gear onto the stage.

"Just because you can't get along with them is no reason why we shouldn't." Paul admonished him. "Besides it'll be nice to have some friends in the audience."

"Some friends." Kyle muttered.

"I wouldn't worry about that." Ace smiled enigmatically. "I met some lovely ladies who'll be attending."

"What is with you two?" Craig snorted. "It's a miracle every girl in the country isn't drooling over you two."

"Who says they aren't?" Ace grinned.

Kyle was about to voice his incredulity when he was nearly elbowed off the stage as another band headed up. "Hey! Watch it!"

The three band members put down their equipment and glowered at Kyle. One had long purple hair and carried a guitar, another had a green Mohawk and a base, and the third member, the drummer, wore a bandanna. They all wore black shades and looked to be wearing some kind of body paint since they were all light blue skinned.

"What's a matter? You jabronis lost your tongues?" Kyle demanded.

"Kyle—" Jake hissed.

"What's the hold up fellas?" The Wildfires and Starrs turned around to see a girl with lightning blue hair tied in a high pony tail and green eyes staring at them. She wore black eye liner that continued down onto her cheeks and wore a black top that left her midriff and left arm bare and black pants tucked into gray boots with skulls on the front. She also carried a purple guitar covered with light blue lightning bolts the same color as her hair.

"Who are you?" Jake blinked.

"The name's Maria Bersbeck." She said. "These are my band mates."

"Well, I'm Jake Wildfire and this is my brother Kyle and our friends, Paul, Craig, and Ace Starr."

"I've heard of you." Maria said. "You guys suck."

"You haven't even heard us play." Paul blinked.

"I was evaluating you as human beings." She snickered. "Later losers!" Maria laughed as she and her cohorts left.

"We are so going to beat them!" Kyle promised.

"Don't worry, we rock!" Ace assured him.

"No, I meant we should really beat them, as in to a **pulp**."

&&&

That night, the X-Men made their way through the crowds to take their seats in the theater where the Starrs and Wildfires were playing. Kurt, Lina, and Dead Girl wore holowatches and the others were low-key in their outfits, so no one in this town would recognize them.

"This place is packed!" Jubilee exclaimed. "I hope your friends can see us from onstage!"

"Hey move it!" One girl said rudely as she tried to push her way through. "Out of my way, peasant!"

"Who are you calling peasant?" Amara demanded hotly. The girl turned around to glare at the X-Men. Amira went hot, then cold as she recognized her.

"Monet…" Amira growled.

"The Desert Rat…" Monet growled back.

"Hey, that line's taken!" Rogue protested.

"What's the hold up M? Oh…" Roulette glared as she joined Monet, flanked by Tarot and Catseye.

"What X-Men do here?" Catseye asked them.

"We were _invited_. What are you Hellfire whores doing here?" Amira hissed.

"Aww, could the little dyke miss her boy toy?" Roulette grinned. With a choked off scream Amira tossed herself at Roulette, landing a solid punch that split the blond girl's lip.

"Not fight here!" Catsteye protested as Rogue pulled Amira back. "We invited too!" She looked around and sniffed. "Where Rahne?"

"She's not here." Scott said shortly. Catseye's face fell.

"She's staying with the Misfits for a while." Lina told her. "I'll tell her we ran into you." Catseye brightened. Monet just glowered at her.

"Traitor."

"Where are the rest of you creeps?" Rogue asked as she restrained Amira.

"Not here." Roulette said glumly as she wiped her lip. "Otherwise we'd finish this once and for all!"

"But since we don't want to disappoint Ace and wreck his concert…" Tarot spoke up. The Hellion girls looked at each other and nodded. None of them wanted to ruin Ace's night though none of the four would consider Ace anything but "theirs'" so they turned around.

"Some other time X-Geeks." Monet hissed as they headed away. Catseye waved as she went.

"Can you let me go now?" Amira asked Rogue irately.

"Let's get to our seats, but be sure to keep an eye out for the Hellions." Scott ordered. "I'd say that we should leave but I know none of you would listen to me."

"Did you, like, say something Scott?" Kitty asked.

"Case in point…"

&&&

Back in his lair, the White Pawn of the Hellfire Club (actually, one of several) waited and watched in anticipation from his home in Wisconsin. He knew that his lackey would give a stellar performance. One to remember…

&&&

The X-Men took their seats just in time for the first band to walk onto the stage. They all applauded with the rest of the crowd even though they didn't recognize the band. But Dead Girl had a funny feeling that she knew the lead player and singer in the band. A shockingly pale skinned girl with lightning blue hair and green eyes...

Just then, she started to sing

_Yeah! Ohh-ooohhh!  
It was, it was September,  
Wind blows, the dead leaves fall,  
To you, I did surrender,  
Two weeks, you didn't call...  
_  
_Your life goes on without me,  
My life, a losing game,  
But you should, you should not doubt me,  
You will remember my name..._

Dead Girl looked down at the program in her hands and looked up the name of the lead for this band. M. Bersbeck. "M. Bersbeck." She repeated. A sudden thought grabbed her and she said the name again, slowly stressing each syllable. "M bers back. Oh no…"

Grinning, the ghostly pale girl sang loudly.

_Oh, Ember, you will remember!  
Ember, one thing remains!  
Oh, Ember, so warm and tender!  
You will remember my name! _

Your heart, your heart abandoned,  
Your wall, now perishing,  
Like bad dreams in cold December,  
Nothing, but ashes remain...

Oh, Ember, you will remember!  
Ember, one thing remains!  
Ember, so warm and tender!  
You will remember my name!

Oh-woo-oh-woo, Ember!  
You will remember!  
Ember, one thing remains!  
Ember, so warm and tender!  
You will remember my name!  
Yeah! You will remember my name!

"This is bad." Dead Girl said as she saw everyone around her, including her fellow X-Men fall under the sway of M. Bersbeck, or rather, Ember McLain. The ghost rocker.

"Tell me who you love!" Ember shouted.

"Ember! Ember! Ember!" The crowd roared.

"We'll do anything for you Ember!" One audience member bawled out loud.

"That's good." Ember grinned. "Because I want you to destroy the X-Men!"

"Ember! Ember! Ember!" The chant went up again as the crowed descended on the helpless, transfixed X-Men.

"It's a good thing I'm already dead." Dead Girl gulped.

&&&

**A/N: Ember McClain is © to Butch Hartman.**


	10. Chapter 10

**A/N: Again, sorry for the absence. Real-life is starting to bite me in the butt but I am resolving here and now to update at least once a week. Until then, the conclusion of Musical Maladies!**

&&&

"Can't we talk about this?" Dead Girl asked nervously as the mind-controlled crowd closed in around her and the X-Men.

"Ember! Ember! Ember!" Came the inevitable reply from the crowd.

"Man and they call **me** a zombie!" Dead Girl groaned.

"Hey!" A loud shout rang out. "Back away jabronis!" Kyle Wildfire yelled as he punched one hypnotized audience member in the face. "No one likes a tool!"

"Take it easy on them Kyle!" Jake shouted as he, Ace, and the Starr brothers leapt into the fray. "They're the victims here!"

"Better them than me!" Kyle shot back.

"Why aren't you guys hypnotized?" Dead Girl asked as she shoved another one away.

"Our powers," Paul explained. "Since my brother and I can hypnotize people, we have certain resistance to being hypnotized ourselves. Then we just used our powers to snap Ace, Jake, and Kyle out of it."

"Can't you do that to everyone else?"

"There's too many! We can't do that many at a time."

"Stop providing the exposition and fight!" Craig snapped at his brother.

"Still and all, it isn't too bad." Jake said. "Even if the numbers are against us, we're mutants and they're not."

"Um, don't be too sure about that." Ace gulped as he pointed at four girls who fought their way to the forefront of the crowd.

"Destroy the X-Men!" Monet shouted.

"I can't tell, has she been hypnotized or not?" Dead Girl wondered.

"Ember! Ember! **Ember**!" The Hellion girls shouted.

"Well, that answers that question anyway."

"I usually try not to hit a lady but in this case…" Paul said as he fired an optic burst from his right eye at Monet.

"Don't worry, she wasn't a lady anyway." Dead Girl assured him as M was knocked back into the crowd.

"Lightning Card!" Tarot shouted as she whipped out one of cards, discharging a powerful bolt of electricity.

"You play with electricity jabroni and you're gonna get shocked!" Kyle grinned as he manipulated and shaped the oncoming electricity into a giant bowling ball. With a grunt he sent it straight back towards Tarot.

"Striiiike!" He shouted jubilantly as Tarot and a dozen of the audience mind-slaves near her went down in a heap. "YOOOWW!!" Kyle then yelped as Catseye landed on top of him in her lion form. "Down Kimba!"

"Don't you mean Simba?" Jake asked.

"Don't start that again!" Craig groaned.

Catseye snarled at leapt at the small, battling band of heroes. "I don't suppose it would do me much good to ask you to remember that you normally **don't** hate us, right?" Dead Girl asked. Catseye swiped a massive paw at her that ripped what would have been a bloody gash across Dead Girl's chest. "Didn't think so."

"Hey, you! Yeah I'm talking to you, you no talent hack!" Craig bellowed at Ember as he leapt on stage with his guitar. "Why don't we settle this like musicians?"

"Because you're nothing but a poser!" Ember shot back as she hefted her guitar and swung it at Craig. Craig blocked it with his own guitar and responded with a blast from his eye.

"And you're nothing but a…ghost?" Craig asked as his optic beam went right through Ember without making a mark.

"You got **that** right!" Ember snickered, her ghostly ponytail waxing and waning like a flame. "The biggest sensation in either the mortal or ghost zones!" She adjusted a knob on her guitar and struck a cord. Craig's eyes widened as a giant fist materialized in front of him and punched him so hard he fell off stage.

"I'll handle her!" Dead Girl said as she leapt up stage. "You guys are on crowd control!"

"Easier said than done," Ace pointed out.

"If we use our powers we'll end up hurting innocent people." Jake said as he avoided being blasted by Roulette's bad luck energy.

"And if we don't they'll tear us apart and the X-Men right after!" Kyle shouted. The X-Men, still under Ember's influence, sat ramrod still in their seats; unmoving and unable to defend themselves. Ember had been entertaining the notion of forcing the X-Men to fight their would-be rescuers and then each other until Dead Girl arrived, demanding Ember's attention.

"Didn't you pay attention to the last loser who tried to tangle with me?" Ember sneered.

"One big difference between us," Dead Girl shot back as she tackled Ember. "I'm already **dead**!"

"Now Sharon, can't we discuss this like civilized feral-types?" Ace Starr asked as Catseye prowled around him. "You know me, remember?" Catseye sniffed the air once, then twice. Then she pounced on Ace and started…licking his face.

"I can't tell. Do you like me or just tasting me?" Ace said as Catseye perched on his stomach and continued licking his face.

"All of a sudden, I'm not that unhappy about him having all the luck with girls." Craig noted.

Ember, meanwhile, had managed to break away from Dead Girl and swung her guitar straight at her. Unable to avoid it, Dead Girl only winced as the instrument struck her head with enough force to break her neck. Fortunately, due to her mutation what would be a fatal injury for anyone else was a mere inconvenience for her.

"I may have a headache tomorrow, but you're going to have the beating of your after-life today!" Dead Girl exclaimed as she socked Ember in the gut.

"You still can't beat me, let alone all my loyal fans." Ember retorted as she swung her guitar at Dead Girl again. Fortunately it was inspiration that struck Dead Girl just then and not the guitar.

"Maybe **I** can't, but I know someone who can! Paul! Craig! Get up here!"

"What do you need?" Paul asked.

"To hypnotize the crowd!" She replied as she pinned Ember's arms behind her back.

"We already told you, we can't affect that many people at once." Craig snorted.

"You can with some help from the Jumbo-tron!" Dead Girl said as she pointed at the giant screen behind the band stage that blew up the images of the performers on stage so the audience in the back row could see them. Paul and Craig looked at each other and then ran in front of the TV camera. As they started using their hypnotic powers, Dead Girl managed to attract the zombies' attention by striking a chord on Ember's guitar. As the hypnotized audience looked up they saw the screen.

"No!" Ember cursed as she struggled with Dead Girl. "I'm the star here!"

"You've just been knocked off the charts!" Dead Girl said. "And I'm sure Forge can whip up a positron collider or something to take care of you!"

"Sorry but I've got other performances booked!" Ember snarled as she snapped her head back, slamming it into Dead Girl's face. Bones and cartilage cracked and even dead, the shock was enough to make Dead Girl loosen her hold. Ember began to phase in order to fly out and escape. Ember flew _through_ Dead Girl on her way out.

As Ember passed through Dead Girl, a strange sensation overtook them both. Ember turned back as she exited Dead Girl and looked at her.

"No. It can't be…" She whispered as she flew off. Her ghostly band disappeared right afterwards.

"Well." Dead Girl said, stunned as the ghost rocker fled. "At least I know why I always liked Jim Morrison…"

&&&

"You failed us Plasmius!" Pierce roared. "Your precious patsy Ember failed to destroy the X-Men!"

"Please." Vlad Masters snorted. "While I admit that relying on Ember to do the job proved unsatisfactory, the effort was not in vain."

"Why is that, prey tell?" Wilson Fisk grumbled.

"For one thing the video cameras clearly captured the so-called Superstars using mutant abilities against a human crowd. While the people in the crowd remember nothing, this is still useful material should we ever choose to expose or blackmail the Superstars. Tying this attack by mutants on humans to the X-Men will be a simple task as they were clearly associated with them. And best of all," Vlad smiled. "The X-Men weren't in any position to help the Misfits when my fellow White Pawn Destro sprang **his** trap on the Misfits."

"Indeed. Destro already has the pests imprisoned in his castle in Scotland." Leland noted.

Vandal Savage nodded and grinned. "The Misfits shall die and our plans will advance. It is a good day."

&&&

**A/N: Next time! The Misfits find themselves in Destro's clutches and are about to become part of a sinister experiment! Can the Misfits survive? Perhaps if they have a little…unexpected help!**


	11. Chapter 11

&&&

Dead Girl didn't say much as the other X-Men (plus Lina) came out of their stupor, not remembering a thing. She let the Superstars fill them in as the battle of the bands ended—would you believe that Ember **still** won first place?—and sat very still during the good-byes and the long drive back to Bayville.

"Hey, something up?" Amira asked, trying to make conversation. She was still a little apprehensive of Dead Girl—her current deceased status threw some of Amira's religious convictions into confusion—but decided to make the effort. Besides, it took her mind off the fact that she spent most of the evening being hypnotized by a ghost.

"Nothing much," Dead Girl sighed. Lina—who was sitting on the other side of Dead Girl, turned to her.

"You do seem a little preoccupied."

"Well when you're a zombie, running into a ghost is a little weird. I mean, I'm basically a body and she's basically a spirit without a body. It's a little strange. _All_ _the_ _more_ _so,_" Dead Girl thought silently. "_When it's your own_." There was no doubt in Dead Girl's mind. She had wondered and wondered who she was. She had no memories of her life before her untimely death (as if any death were ever timely). When Ember passed through her, it came back to her.

The physical resemblance between Dead Girl and Ember was for all intents and purposes non-existent, Ember being pale with ghostly blue hair and Dead Girl being green-skinned with more normal looking black hair, but their personalities, their love of music…

Dead Girl looked out the window. "_My name is—was—Ember McLain_." She had just met her own ghost and even the X-Men's line of work—that was a little strange.

"I guess so." Lina said, answering Dead Girl's last spoken remark. "I guess I can't blame you. I'm still trying to figure out how I'm going to tell the Misfits about this!"

"If I had to guess," Amira said dryly. "They're already doing something that would make tonight seem normal."

&&&

WHUMPF!

That noise—in case you ever wondered—is the noise that's made when someone punches you in the stomach and forces all the air out of your lungs.

For Althea and the Misfits, it was a fact they could have gone without learning. When word leaked to them that a member of the British Royal Family was a mutant (the kind of X-Gene mutant, not the typical royal family mutant) and that an attempt to kidnap him or her was going to be made, the Misfits sprang into action. They teleported to London and took up positions around Buckingham Palace.

However, they soon became aware of a lynch mob chasing a poor mutant through the streets of London. Naturally, the Misfits went to protect the poor soul (and maybe bust a few heads if it was necessary). When they reached the would-be victim and moved to surround him he released a gas canister that caught the Misfits by surprise. It was a setup.

The entire mob—and even the 'mutant' it was chasing—were in fact members of Destro's Iron Grenadiers.

Even caught off guard, even blinded and gasping for breath, the Misfits still put up a good fight. But the outcome was never in question.

Overcome by the gas, the Misfits soon succumbed. When they awoke they noticed two things: one; they were prisoners in what looked like a castle's dungeon and two; they had one merry hell of a headache.

"Owww…" Tabitha moaned. "My head feels like Pietro's living in it." The Misfits were chained up against the wall in Destro's dungeon. Their heads pounded horribly, an aftereffect of the gas.

"Who would've guessed that our mission to guard the Royal Family was hoax?" Xi asked.

"Anybody now that I think about it." Shane muttered.

"Okay, okay. So this was a trap." Toad shrugged. "So these collars we're wearing suppress mutant powers. So they took our teleportation watches and weapons…"

"This better be building up to a **big** finish." Pietro groaned.

"…so we're chained up and without a bathroom, but you know what?"

"**WHAT**?" Everyone else snapped at him.

"At least we're together." Todd smiled.

"I knew I should've requested a separate cell." Shane moaned.

"Oh how I long for solitary!" Wanda winced.

Mocking laughter floated down as Destro, flanked by two his Iron Grenadiers, entered.

"Nice to know that the accommodations are to your liking," Destro grinned. "Here you all are: no allies to help you, no powers to help you, and no disguise—" he glanced at Tabby, "that would fool me. I told Cobra Commander that this was the way to do things: no flashy schemes, no overdramatic traps, just simply efficiency.

"Goody for you Destro, you get a gold star." Althea drawled.

"My dear, as I am not the one chained to wall I believe that I can bear your sarcasm." Destro smirked.

"Gloating is a sign of insecurity Destro, shove it." Fred grumbled. Destro glared at him.

"I would say something cutting and pithy at this point but really, there isn't a point. You see," Destro explained as he paced around the floor. "I've recently entered into the Inner Circle of the Hellfire Club. That gives me more power than I have ever had before. But to further my position I intend to not simply kill you, but get some use out of you."

"Brainwashing us won't work." Althea snapped at him. "It never does."

"My dear, I never said anything about brainwashing." Destro's smile was anything but friendly. "I've recently employed a Doctor Anton Arcane into my services. He believes that he can use you in his experiments and transform you into what he calls his 'Un-Men.' Perhaps your dispositions will be improved in the process, though I doubt it. In any event, once I parade you before the Inner Circle my power and influence will be even greater! And with that, I must bid you adieu. One must get the operating tables ready."

"Yes, er, one thing, Destro, just before you go..." Tabitha said.

Destro looked at her suspiciously "What?"

"Were you ever bullied at school?" She inquired curiously, catching Destro off guard.

"What do you mean?"

"Well, all this ranting and raving about power -- there must be some reason for it; not to mention the mask..."

"Nonsense! No, er, at my school, having dirty hair and spots was a sign of maturity!"

"I thought so!" Tabitha said triumphantly. "And I'll bet your mum made you wear shorts right up to your final year!"

"Shut up!" Destro bellowed. "Shut up! When I am King of the Inner Circle, no one will ever dare call me Shorty-Greasy-Spot-Spot again!"

"Well," Tabitha said as he stormed out. "Touched a nerve there, I think."

"Nice going Tabby!" Althea said approvingly.

"Yeah you really but a burr up his butt!" Fred agreed.

"Could we please focus on a way to escape?" Pietro groaned, trying to get the mental image out of his head.

"Never fear!" Todd smirked. "While Destro was throwing his little hissy fit I managed to do what I do best."

"Smell bad?" Pietro asked.

"Not bathe?" Wanda suggested.

"Slime the X-Geeks? Oh, sorry guys," Lance apologized to Tabby. Tabby shrugged.

"Make out?" Althea said suggestively.

"Nauseate us?" Arcade moaned. Todd shook his head.

"All good guesses but no. I managed to use my best feature—" Todd stuck out his tongue which was wrapped around a key. "—to pick Destro's pocket!"

"That's using your tongue!" Althea said approvingly. The others looked at each other and shuddered.

"Well, what are you waiting for? Get us out of here!" Pietro urged. Todd stuck the key in the latch and turned it.

"Hey, what gives?" Todd demanded in annoyance when the manacles wouldn't open. "Did I steal his care key or something?"

"Terrific!" Arcade moaned. "This never happens in the movies! No one ever steals the **wrong** key!"

"Give me a break! It's not like anyone else is doing anything to help!" Todd snapped.

"Yes we are!" Quinn protested. "We're brainstorming on what color to paint Destro's castle when we escape."

"Or, rather, what's going to be **left** of his castle." Quinn smirked.

"I've always felt pink makes a bold statement." Brittany said.

"Especially on men," Pietro agreed. Everyone looked at him. "What?"

"Wait a minute." Tabby blinked as she looked around. "Where's Rahne?"

"She isn't here?" Althea asked as she looked around.

"You don't think that Destro—" Wanda started. Althea shook her head.

"If she was then he would've been bragging about it. And he said that they were just setting up for the experiments, so she can't be there either."

"Maybe he just wanted someone to keep around to whine, put on a leash, and sniff his crotch; besides the Baroness." Pietro snickered. Tabitha, frowning angrily, swung her foot at Pietro, hoping to kick him in the shin. Her aim however was a little high…as was Pietro's shrill girlish scream.

"AAAIIIEEEEE!" He squealed as he attempted to curl up into a ball, despite hanging from the wall.

"But why wouldn't Rahne be here? Do you think they didn't catch her?" Fred asked.

"Wait, what was that Destro said before about a disguise?" Wanda said as she looked at Tabby.

"I've got it!" Xi said. "Destro must have believed Tabitha to be Lina in disguise, possibly using a holowatch. He doesn't know about our exchange program with the X-Men. _He_ _wouldn't know Rahne was with us in the first place_!"

"You think the red wolf that bit at least three of his men would've been a clue." Angelica said. "But he probably wrote them off as being caused by a stray dog or something."

"In any event, Rahne's still out there!" Tabitha exclaimed. "We still have a chance!"

"Get serious." Pietro said, his voice still a few octaves too high. "She's not lassie you know! She's just one kid who's her own best friend. What can one dog do against Destro?"

&&&

Rahne whimpered as she limped through the streets of London. She had taken a nasty blow or two during the fight. Given more than her share too, but that hardly mattered now. The others had been captured and Rahne was alone and hurt.

Her right forepaw was hurt and Rahne smelled blood—her own. A bullet grazed her flank during the fight. She didn't dare return to human form and risk losing the scents she'd been tracking, but she was so tired…

Rahne's eyes fluttered and her vision faded in and out. "_It can't end like this_." She whimpered. "_I still have so much to do…_" Rahne collapsed with a whine, too weak now to even change form or open her eyes. But she soon heard footsteps heading her way.

"Poor thing looks like it's been in a nasty scrape or two." A soft feminine English-accented voice said with sympathy.

"We better get her back to the Master. Maybe he can do something." A second voice suggested this one male but not English. Rahne tried sniffing, but couldn't recognize the scent.

"Don't you worry girl, the Master will take good care of you." The woman said again. Rahne, sensing nothing threatening from her, finally gave into her body's demand and slept.


	12. Chapter 12

Rahne's eyes fluttered as she drifted in and out of consciousness. "How is she Master?" She heard a voice ask, male: One of the ones from before.

"Her injuries are extensive. I see only one way to help her."

"You mean?" Another voice asked.

"Yes. The Transdogmafier."

Rahne blacked out again.

When Rahne awoke next she groaned. She felt that she was lying on her back. She also felt that she had a headache and clenched her eyes shut, trying not to think about it. Rahne heard her company walk up beside where she was lying down.

"Hi there love. Are you feeling better?"

"Herrrrwha? Wh-who are you? Where am I?" Rahne moaned as she opened her eyes, sat up and started to put a hand to her head. She paused when she saw her arm encased in some kind of silver armored uniform. Rahne started to scratch her neck and paused when she realized that she had lifted her leg to do it. It was incased in the silver uniform too, but she was more surprised by the instinct to scratch herself with her hind leg—_I_ _mean_ _leg_!—Rahne thought furiously. She sometimes had that impulse as a wolf, but rarely as a human.

Puzzled further, Rahne scratched her neck this time with her glove-covered hand and was surprised when she felt fur. Rahne looked down at the shiny floor to see her reflection. The muzzle and face of a reddish wolf, on a human frame covered with fur. Rahne turned to look at her visitor and saw a cheerful looking collie smiling at her.

"'ello!" She chirped in an English accent.

"Wh-what did you to me?!" Rahne stammered as she felt her own muzzle and looked over her shoulder to see a tail—her **own** tail!—poking out of the back of her uniform pants. "**Yipe**!"

"I take it she's awake?" A friendly sounding voice asked. Rahne whipped her head around to see another dog-person, this one a golden retriever, walk in. "Hi! I'm Hunter and she's Colleen. Welcome to Road Rovers Mission Control!"

"What did you **do** to me?" Rahne fairly shrieked as she felt her own face again, as if trying to assure herself that she wasn't dreaming.

"When we found you were were badly 'urt." Colleen said. "We used a device called the Transdogmafier to turn you into what we call a Cano-Sapien. What's your name?"

"I-It's Rahne." Rahne stammered.

"Lovely name. We'll have a collar made for you in no time." Colleen smiled.

"But I'm not a dog!" Rahne exclaimed.

"We know you're a wolf, but that doesn't bother us." Hunter said kindly.

"No, not that!" She protested. "I'm human!"

"Riiiight." Colleen said as she patted Rahne's hand. "Of course you are."

"Maybe you're a little confused, it's understandable considering what you've been through…"

"You don't understand!" Rahne said in exasperation. "I'm a mutant! I'll prove it to you!" She slid off the table and stood in front of Colleen and Hunter. She concentrated and started to change back to her human form. The fur started to vanish from her body and she started to shrink—her Cano-Sapien form was taller than her human self.

Unfortunately, her clothes didn't change with her. She was either too weak to make them change with her or simply weren't conducive to shape shifting. Rahne's head shrunk and became mired inside her shirt and only a quick grab prevented her pants from falling down, preventing further embarrassment. But Rahne couldn't maintain her form. She soon snapped back into her new Cano-Sapien body.

"What happened to me?" Rahne asked herself.

"That's what we'd like to know." Hunter blinked in confusion. "I would not have predicted this."

"Your predictions are consistently off."

"Awww, you noticed."

"The psychic-hotline you're not."

"Umm, excuse me?" Rahne interrupted. "Can someone please tell me where and **what** I am? What's a Road Rover?"

"Why don't we show you?" Hunter replied. "Come on in guys!"

"Huh?" Rahne asked as several other dogs—Road Rovers she supposed, came in.

"I'm Colleen," Colleen said again. "You've already met Hunty-wunty. The others are Shag, Muzzle, and Exile."

"What about me?" A Doberman with a German accent whined.

"Oh, I'm sorry. I didn't see you there. Have we met?" Colleen asked.

"Yes! You know me! I'm Blitz!"

Colleen held her head in her palm in thought. "Blitz…Blitz…sorry, no. Doesn't ring a bell." Blitz smacked himself in the forehead. "Maybe you need a new name that better fits you. How about Fluffy?"

"How about Weird Boy?" The Siberian Husky named Exile muttered in Russian-accented English.

"Moving along," Hunter interjected. "You see our master invented a device called the Transmadogifier. It turns ordinary dogs—like we were—into a new species called Cano-Sapiens."

"Why would he make it?" Rahne asked.

"Hmm, you know I never really thought about it." Hunter admitted. "I guess it does sound a little weird. Anyway when we're needed we come down here, hop into the Transmadogifier and go out and save the world."

"Wait, you mean, you can change me back?" Rahne asked.

"Yes, but the Master said that you were hurt so bad he doesn't want to risk returning you to your other—well, one of your other—forms for a while."

"Maybe you can tell us what you were doing in the streets of London, like that?" Colleen suggested. Rahne's eyes widened as she remembered what happened.

"My friends! We were attacked by this villain—"

"Did he happen to wear a metal helmet and go around in the company of an evil woman with black hair and an accent?" Hunter asked.

"Well, yes actually." Rahne blinked. "You know Destro and the Baroness?"

"Huh? Oh sorry, I thought you meant our enemies, General Parvo and the Groomer." Hunter said. "They must shop at the same stores."

"Anyway…we were ambushed and—"

"Who's 'we?' " Colleen asked. "More mutants like you?"

"Yes. They're called the Misfits. I'm, well, sort of with them for the moment. Long story. Anyway, we were attacked by Destro and the others were captured!"

"Sounds like our type of job." Hunter said. "Maybe we can help."

"I'd really appreciate it but Destro does have a lot of resources and men…" Rahne started to say.

"And I would get great pleasure in biting them all on the tushie." Blitz grinned.

"Don't be a weird boy." Exile muttered.

"I don't feel so good." Rahne said, a combination of weariness from her transformation mixed with the realization that these were the only allies she had at the moment.

"Hold on." Hunter said. Rahne watched as he turned around and promptly sped off with such great speed that a blazing trail of fire followed him. Rahne gaped in amazement. He was even faster than Pietro!

When Hunter returned he was carrying water in a—you guessed it—water bowl. Amazed and unable to drink normally anyway, Rahne lapped up the water with her tongue before asking, "How did you do that?"

"Oh I'm super-fast. It's one of my powers." Hunter shrugged. "Want a biscuit?"

"Maybe later." Rahne demurred. "What other powers do you have?"

"Well, I'm super playful, super friendly, super loyal, super trusting, and super, super lucky!" Hutner grinned. "Want me to sniff you? It's all part of being super friendly you know."

"Um, any other actually powers?" Rahne clarified.

"Well, Colleen is super graceful and knows how to do all sorts of things." Hunter said as Colleen went through her practice motions. "Exile is really strong and can freeze and burn things with his eyes. Plus he's Russian!"

"Being Russian isn't a superpower." Rahne said as she watched Exile's eyes turn blue and freeze the remaining water in the water bowl and then blinked as his eyes turned red and he melted the ice back into water. It was like seeing Scott and Bobby's power combined and put into Peter!

"It is if you're Russian." Hunter shrugged. "Blitz has powerful jaws—he mostly uses them for bragging—and claws. He likes to fight and bite a lot. He's a one dog performance of _Itchy_ _and_ _Scratchy_!"

"_Like_ _Wolverine_." Rahne thought with a grin. She then turned to the giant sheepdog named Shag, who didn't wear a uniform and in fact didn't look very human-like at all. "What about him?"

"Well Shag is really strong and he cooks!" Hunter said as he liked his chops.

"Nice to know Freddy will like him. He doesn't seem to talk much though." Rahne commented. Shag muttered something in a canine language. Rahne didn't understand a word of it. Apparently the other Rovers didn't either and turned to Hunter for a translation.

"He asked if you wanted a foot-long hot dog covered with bacon bits." Hunter said. Rahne shook her head. Shag shrugged and pulled one out of his fur and started munching on it.

"And Muzzle over there is super crazy." Blitz finished as he pointed to the final member of the Road Rovers, a un-transdogmafied dog who was strapped up on a vertical cart in a straight jacket and muzzle, hence the name.

Muzzle growled and started hopping up and down in anger. Blitz shrieked shrilly—a lot like Pietro, Rahne thought—and dived behind Exile.

"Aww, the big bad Doberman said some nasty words." Hunter said as he started scratching Muzzle's head using a tone of voice that Rahne would've found patronizing but seemed to calm Muzzle down. "Aw, who's a good boy? Muzzle's a good boy isn't he? Isn't he? Okay buh-bye!" He said as Muzzle hopped away. Hunter looked at Rahne. "He's a friend of mine."

"You certainly have some interesting friends." Rahne grinned. _"He reminds me of Wanda though._"

"I'm just super lucky that way!" Hunter grinned.

"So…will you help me find and rescue my friends?" Rahne asked. The Road Rovers nodded.

"Of course, you're one of us." Colleen said.

"We're dogs on a mission!" Hunter proclaimed. "We are…"

"**Road** **Rovers**!" Everyone cried at ounce.

"To the power of the pack!" Hunter cried.

"**Awhooooo**!" The Rovers howled. Rahne, caught up in the moment, joined in.

"Let's hit the road rovers!" Hunter said.

&&&

**A/N: Road Rovers are © to the WB**


	13. Chapter 13

&&&

Dr. Anton Arcane was an oily man who looked as though he could burn for a week if someone ever took a match to him.

And if glares could burn, Arcane would've been an inferno by the time his Un-Men strapped Althea down to the table. The rest of the Misfits were kept under guard in the corner, chained up to the wall again.

"I hope we have not inconvenienced you." Destro said smugly as Arcane pulled on a pair of latex gloves.

"It would take more than a second-rate mad scientist threatening to experiment on me to 'inconvenience' me." Althea shrugged.

"Good. If he had inconvenienced you, I was going to offer you his tongue." Destro smiled.

"Believe me, sir: if he had inconvenienced me, you would not have a tongue with which to make such an offer." Althea shot back.

"Let me assure you, Ms. Delgado: if I no longer had a tongue with which to make such an offer, you would no longer have a tongue with which to tell me that, if I had inconvenienced you, I would no longer have a tongue with which to offer you his tongue." Everyone just looked at him.

"Well, enough of this witty banter." Althea said. "What do you want Destro? If you're trying to be a good host then all I'll say is that at this point I'm actually looking _forward_ to the experimentation, even if it is by an evil Dr. Nick knock-off."

"You think you're quite funny don't you?" Dr. Arcane snapped. Althea smirked.

"I try not to fly in the face of public opinion."

"I don't take kindly to insults." Arcane said darkly.

"With a face like yours I thought you'd be used to them."

"They do say, Mr. Delgado, that verbal insults hurt more than physical pain." Arcane replied as he reached for his instruments. "They are of course wrong, as you will soon discover...when I stick this toasting fork in your head."

Just as Arcane was about to carry out his threat a low whistling noise was heard and it kept increasing in volume.

"What's that noise?" Fred asked.

"It sort of sounds like a supped-up jet about to crash through the wall." Xi said.

"What—" Whatever Destro started to say was lost as a blue supped-up jet crashed through the wall.

"Let me guess Hunter," A voice said from within the plane. "You learned how to fly from the Saudi Arabian school of piloting?"

"You know, you're just full of commentary today Colleen?" Someone else said.

"Just trying to stay fresh; you know, picking stories straight from today's headlines."

"Less talking, more biting!"

"Don't be a weird boy!"

The Misfits looked at each other as half a dozen dog-people in silver uniforms stepped off the plane.

"What is **_this_**?!" Destro demanded. "**_What_** are you?!"

'That sounds like a nice set-up line 'unter."

"Do you think so Colleen? Maybe we should wait for a better one…oh what the heck. We are…"

"**Road** **Rovers**!" They all shouted.

"Get them!" Destro yelled as his men and Arcane's Un-Men swarmed forward.

"What's going on?" Todd asked the others as the battle began.

"Dunno. I guess we had allies we didn't know about." Wanda shrugged.

"I don't see how a bunch of dogs are going to get us out of this." Pietro said.

Hunter grinned as a squad of Iron Grenadiers pointed their guns at him. "Don't move!" Hunter started running. The Misfits jaws dropped when they saw how fast he moved.

"Dang yo, Pietro you never start fires when you run!" Todd blinked as Hunter left a blazing trail wherever he ran. The Grenadiers started firing wildly, striking important equipment in their attempt to keep up with Hunter.

"Pretty fires…" Pyro drooled. "I wish I could start fires like that!"

"How do you think he does that?" Angelica asked.

"I just hope it has nothing to do with his digestive system." Wanda winced.

"Big deal," Pietro grumbled as he crossed his arms. "It's not _that_ impressive."

"He's faster than you Quicksilver." Xi noted.

"He is not!" Pietro snapped.

"Sorry Speedy, but it sure looks that way." Tabby agreed.

"He makes Speedy Gonzales look like regular Gonzales." Fred nodded.

"Will you idiots stop shooting before you kill us all?" Destro screamed at his men as one blast near struck him. The abashed henchman looked at the damage they wrought and stopped firing. Hunter finally came to a stop.

"You see, this is why bad guys are starting to faze out henchmen." Hunter shrugged as he sped off again.

"It is time for the biting of bad-guy tushie!" Blitz said as he started snapping at several Grenadiers. He paused when he was confronted by a hideous monstrosity: the Un-Man called Dr. Deemo: whose top-half looked like some sort of Cobra-La creature.

"Ah! Mommy!" Blitz sobbed as he ran away.

"See, now that's more the way you act." Lance said to Pietro as Blitz ran past.

"Shut up!" Pietro whined.

"Freeze!" Another group of Grenadiers said as they surrounded Exile, guns pointing straight at his head.

The big husky shrugged. "That is not how you freeze. _This_ is how you freeze in Russia!" Exile's eyes started glowing blue as he froze their guns solid with an ice blast from his eyes. Then his eyes turned red and he started shooting at their feet with a heat ray.

"Wow. It's like someone put together my three least-favorite X-Geeks." Lance said. "Bobby's ice power, Summer's eye blasts and Peter's…Russianness."

"Can't argue with the results though." Fred said as Exile started tossing Iron Grenadiers around. "I wonder what the big sheepdog will do. Maybe he's super-strong like me!"

Shag looked around and once he was sure that no one was looking, took a sandwich out of his fur and started snacking.

"Yes Fred, he's **definitely** like you." Wanda sighed. "But who are these guys anyway? Mutant dogs?"

"We've seen stranger. But still…" Angelica said.

"**Hi**-**ya**!" Colleen shouted as her booted foot came into contact with the face of the Un-Man, Skinman. With dignity and elegant grace, she continued to beat the stuffing out of every henchman that came within ten feet of her.

"If there's one thing better than being in a fight, it's watching one." Arcade noted. "Anybody get any popcorn?"

Tabby looked hard at the last one of these 'Road Rovers.' A reddish-russet colored dog whose long snout and triangular ears said wolf more than dog…it looked at her and grinned.

"Rahne?" Tabby asked in astonishment. Rahne grinned.

"**AWOOOOO**!" Rahne howled at super-sonic levels, loosening chunks of the ceiling which came crashing down around them, not to mention deafening everyone around her. "Did **I** do that?" Rahne gasped.

"Hey, we all got super-powers, makes sense that you would too." Hunter said. "And you **are** a wolf after all…"

"I **love** being a Road Rover!" Rahne grinned.

"That is what I am always saying!" Exile said.

"Exile, can you help me get the others out?" Rahne asked. She winced as another bit of ceiling crashed down. "Before we all get flattened?"

"Quite Russian me!" Exile grumbled as he used his ice-vision to freeze and shatter the manacles that kept the Misfits imprisoned.

"Rahne? What in the world happened to **_you_**?" Tabitha asked as she rubbed her wrists to get the circulation going.

"No time! Let's just get Althea and go before—"

"**Reinforcements**!" Destro bellowed, summoning even more Iron Grenadiers to aid the Un-Men in their fight.

"We've got company!" Colleen shouted to Hunter.

"Yet another unexpected twist. Bummer!"

"We could use some help here!" Blitz cried.

"I can't do anything with this collar still on!" Wanda said.

"We need something unpredictable..." Rahne mused. "Something totally reckless... an uncontrollable force of nature..."

"Weren't you listening? Wanda's powers are still being suppressed." Pietro smirked.

"**DIE**!" Wanda shouted as she started beating up Pietro who—like the rest of the Misfits—couldn't use his power to get away.

"Actually, I was thinking of someone else." Rahne said. "We need Muzzle!"

Sure enough, off the plane hopped the crazed dog in a straight jacket. Rahne started undoing the clasps on his muzzle. "Muzzle 'em!" She shouted as she pointed at the villains. Muzzle grinned and leapt out of his straight jacket and into the air, jaws wide and drool glistening off his teeth.

"Mommy…" Destro whimpered.

The room exploded into a scene of violence rated to high for anyone under 57.

"Ewww gross!" Angelica winced.

"Muzzle, take it easy on 'em!" Hunter groaned.

"That's too violent even for me!" Wanda moaned as she turned away.

"That's **just** **sick**." Fred said as he turned green.

When it was over Destro ran screaming from the room, his helmet dented and torn and wearing only his boxers. His guards were right behind him. Dr. Arcane and his Un-Men: Dr. Deemo, Skinman, and Weed Killer ran shrieking behind him. Muzzle just lay on his back and sighed once, then belched.

"To the Power of the Pack!" Hunter said. "**Awooooo**!" The Road Rovers howled. Unfortunately, Rahne unleashed her newfound sonic howl and further wrecked the building.

"The whole place is coming down!" Pietro shouted.

"Everyone get into the Sky-Rover!" Hunter said as he waved his arm.

"Hey! Don't you forget about me!" Althea demanded from her place on the operating table.

&&&

"Good job Rovers." Master Shepherd said as the Road Rovers returned with the Misfits. "You're good, good dogs."

"Guess it's about time we got going." Althea said. "Thanks for the rescue."

"I guess all that's left is to go back through the Transdogmafier." Rahne said.

"Sure we couldn't persuade you to stay?" Hunter asked. Rahne shook her head.

"Thanks, but no. I had a great time though."

"Well we'll always consider you an Honorary Road Rover. And in that vein—" Hunter handed her a red collar with her name on a gold disc. "For you."

"Aww you guys are so sweet." Rahne said as she hugged each of them.

"Hey, when I gave her a collar she beat me up!" Pietro protested.

"It's not the same, stupid." Wanda groaned.

"Okay the mission was a bust, but we made some new friends and beat the snot out of Destro. That's a pretty good job done in my book." Althea said. "Let's go home."

&&&


	14. Chapter 14

&&&

"Is there any hope that Lina might pull out of it?" Ray asked.

"It's too late." Bobby said, shaking his head. Roberto hung his head.

"She's gone."

"I never really figured her for a Johnny Depp fanatic." Everett said as they watched the girls drool over the male leads in the new Pirates of the Caribbean movie, which Kitty had gotten.

"It's always the quiet ones." Ray said profoundly.

"No it isn't you idiot." Roberto snapped. "Fans are loud, shrieky mobs! There is NOTHING quiet about them!"

"Johnny…" Lina sighed as she hugged a couch cushion. Kitty, Betsy, Jean, Amara, Danielle, Jubilee, and even Rogue were sitting on the couch, transfixed on the TV.

"Darn!" Ray sighed. "I was planning to have a nice quiet dinner alone with Lina!"

"I can think of at least two things wrong with that!" Roberto shot back. "First of all, there's no such thing as a quiet dinner here and secondly, Lina would never have accepted to have dinner with you when I'm available!"

"I'll tell Amara you said that." Ray threatened. "And she so totally would!"

"Dream on." Bobby scoffed.

"SHUT UP! We're trying to watch the movie!" Rogue shouted at them.

"_Chere_, what could you want with a movie when you got Remy?" Gambit asked.

"Where to _begin_…" Kurt wondered, but was cut off by a humming noise that grew louder and louder as it seemingly came closer.

"…The heck?" Rogue asked as she looked up. "What's going on?" Suddenly, the roof the Mansion exploded revealing a giant floating object above the Mansion.

"We're under attack!" Ray gasped.

"No, really? Ya think?" Scott snapped.

"**Attack**!" A shrill voice screamed from above. Suddenly, a horde of men in black and yellow costumes with fake wings descended on ropes. They threw grenades and bombs that exploded all around the X-Men and wrecked wide swaths of the Institute. Suddenly, a gang plank descended a man in a tall thin man with a red pointed beard and impossibly long red eyebrows in another yellow and black uniform adorned with a crown, costume wings, and a red symbol on his chest strode forth.

"Enter…**The** **Monarch**! I—wait a second! Where is Doctor Venture?" He demanded angrily. "What the f--k? This isn't the science symposium where Venture's supposed to be!"

"Uh boss? There's been a mistake!" A portly henchman said. "We're at the wrong address!"

"**_What_**?" The Monarch demanded. "That was like, my best entrance ever!"

"We were only following orders! You can't punish us for following orders!"

"Or kill us for following orders!" Another one agreed.

"Oh for the love of….fine. Let's just get going. Maybe we can still catch Venture…"

"Hold it! You blast our house apart and think you can just walk away?" Scott demanded. "Think again!"

"I have no time to waste on you children!" The Monarch scoffed. "Venture and I have been engaged in a deadly game of cat and…also-cat…for years!" He boasted.

"This _homme_ makes Cobra Commander seem like Napoleon." Gambit blinked.

"Let's get back to the Flying Cocoon." The Monarch told his men.

"But I have to use the bathroom!" One of them whined.

"Wait a minute. Your base? is a cocoon...that flies?" Betsy blinked

"Obviously!" The Monarch scoffed.

"That makes no sense!" Kurt said. "Cocoons don't fly!"

"Duh! Monarch! Butterfly, butterfly cocoon, it's a theme thing!" The Monarch put his hands on his hips. "Get with the program!"

"Yeah, I get it, but why didn't you just make it look like a butterfly?" Bobby asked.

"Because that's gay? **Hellooo**?"

"Let's just beat them up for trashing our home and interrupting our movie." Amara sighed.

"The wrath of the Monarch is not something to be risked lightly! I offer you one chance to…hello? What's this?" The Monarch asked as he saw Lina. "A queen worthy of the Monarch! I must have her!" And idea struck him.

"I have a plan so cunning you could stick a tail on it and call it a weasel!" He raised his arm, on which he wore a dart launching amulet. A knock-out dart struck Lina's neck, rendering her unconscious. "Henchmen, retreat!" He screeched as Lina collapsed into his arms. Before the X-Men could stop them, the Monarch and his men had returned to the Flying Cocoon and escaped.

"This isn't good." Scott said as the Flying Cocoon vanished into the night.

"The Misfits are never going to let us hear the end of this." Scott groaned.

"We better go rescue her." Bobby gulped. "Before Fred finds out and kills us!"

&&&

**A/N: Lina's Johhny Depp obsession is inspired by Klinoa "A Day at the Mall"**

**The Monarch is © to Comedy Central. (I think).**


	15. Chapter 15

&&&

"Um, sir? Why did you kidnap that girl?" Number 24 asked the Monarch as they made their escape.

"Why? Just look at her you imbecile! Those wings…those antennae…those eyes…she's perfect!"

"But what about Dr. Girlfriend?" Number 21 asked.

"What **about** her?" The Monarch snapped. "If she wants to go crawling back to Phantom Limb, fine! I don't care! Who needs her? Not me!"

"Uh—" The Henchmen looked at each other as the Monarch continued to rant.

"—the cheap whore! I don't care if I never see her again! Never see my pookums or hear her beautiful voice…" The Monarch sobbed, then immediately shook himself out of it. "Well it's her loss! With my new Queen by my side I'll never think about what's her face again!"

"You mean Dr. Girlfriend?" 21 blinked. The Monarch buried his face in his hands and tried to suppress his sobbing.

"Just put the girl in my bedroom! And get her something sexy to wear!"

"Um right boss." 24 said.

"Sure thing." 21 agreed.

&&&

Back at the Pit, things were actually fairly calm…for the moment. Since returning from Britain and meeting the Road Rovers, the Misfits had decided to relax and take some time to do teen stuff, so while the guys were upstairs playing video games on Arcade's computer the girls were downstairs having a sleep-over.

"Did I ever tell you about the time your brother thought that Toad's slime would help cure him of acne?" Tabby grinned.

"No way!" Wanda laughed. "How'd you convince him of that?"

"Rather easily." Tabby replied. "Speedy's even more gullible than Freddy or Todd!"

"Don't make fun of my Toddles!" Althea warned. The Misfits girls—plus Tabby and Rahne—were in the living room perched atop their sleeping bags and in their night clothes.

"Heaven forbid," Rahne said as she rolled her eyes.

"You're one to talk." Daria teased. "You've got a crush on Doug Ramsey, the wussiest guy at the Mansion!"

"**_What_**?" The other girls exclaimed as they looked at Rahne.

"Doug is not a wuss!" Rahne protested. "I mean, um—" She blushed.

"Awww, little Rahney's got a crush." Wanda grinned.

"They grow up so fast, don't they?" Spyder said.

"Hey, come on. Give her a break." Angelica chided them.

"**Thank** you!" Rahne moaned as she put her hand against her cheek. It was as red as her hair.

"Still, you and Dougie? Come on and dish!" Tabitha urged.

"She's certainly traded up from Aiden." Althea said.

"Anybody's a step up from Aiden." Quinn said.

"My brother aside." Wanda added.

"You guys!" Rahne sighed. "It's just a little crush. It's not like I'm—I don't know—spying on him in the shower or anything!" She looked at Althea.

"Prude." Althea grumbled.

"He's a bit on the scrawny side anyway." Wanda said.

"How would you know?" Rahne demanded.

"Doug and a bunch of the other guys ended up naked in Atlantic City last Christmas, when you went home to visit Muir Island. They ended up mooning Donald Trump!"

"Oh my…" Rahne blushed.

"Hey Tabby." Wanda asked her. "There's something I always wanted to know: after you left the Brotherhood and went back to the X-Men, you seemed a little—I don't know—hostile to them. Why was that?" Tabitha looked down.

"I don't know. I guess I was annoyed at how easily they let Mystique just barge in and ruin what we had. We used to rag Scott and the others for being the Professor's toadies, but the way they acted around Mystique was even worse! And I guess I felt guilty."

"Guilty?" Wanda asked.

"Later…when I found out what the boys were put through under Mystique and Magneto…I felt bad for leaving, for being **able** to leave. Maybe—maybe if I had stayed I might have been able to help shield them from those two. Or maybe convince them to leave before Magneto threw Todd out of a plane or permanently screwed up Lance or—"

"Hey," Wanda said as she put her hand on Tabby's shoulder. "It wasn't your fault."

"The important thing is that—in the end—they all managed to get away from Bucket-Head and the Blue Bitch of the West." Althea agreed.

"Yeah. And Wanda?" Tabby added. "I'm sorry for all the cracks I've made about you belonging in a mental institute."

"And I'm sorry I thought you went out with my brother." Wanda grinned.

"I guess Xavier and Hawk knew what they were doing when they thought up this exchange program." Brittany said. "Who knew?"

"Well if Tabby had stayed with Brotherhood she might have ended up being a Misfit too!" Spyder pointed out.

"And it's not exactly like it would be such a stretch to imagine her here full time." Rahne agreed. "No offense."

"Hey, maybe if we contacted Dr. McTaggert before you came back to the Mansion, **you** might've ended up a Misfit!" Angelica said. Rahne rolled her eyes.

"Such a pity that you didn't." She said dryly.

"Well it's all right. You're still cool…for an X-Geek." Spyder said.

"What are the girls doing?" Todd asked upstairs as the boys sat around Arcade's computer and watched the girls' slumber party via a secret spy camera.

"Eh, just girl talk." Arcade said. "This is boring."

"Hey, let's go to my room and get some puppets!" Pietro suggested.

"Saucy puppets?" Pyro asked.

"The sauciest."

"Are they flammable?"

"**NO**!"

"Let's go!" Fred said as he got up.

"You guys go. I'll be with you in a moment." Arcade said. After the others left, Arcade started typing furiously checking to see if there was anything interesting going on the internet. Arcade's arm slipped and his hand slapped a random series of keys. Suddenly the computer screen started to glow. Arcade felt himself getting sucked in.

"Guys! Help!" Arcade shouted as he was pulled in, just as the others arrived.

"What happened?" Althea demanded.

"Arcade got sucked inside his computer." Todd said.

"Typical." Althea sighed.

&&&

"Where are you taking us?" Scott asked Logan as the X-Men climbed into the X-Jet.

"I know a guy." Logan said cryptically.

"What about Lina?" Amira asked. She insisted on coming along.

"He can help us in that regard." He grunted as the X-Jet took off. "Now, you said that Monarch mentioned Dr. Venture being at some science whaddyacallit?"

"Symposium." Hank supplied. "I recall reading the works of a Dr. Venture. They were quiet brilliant."

"Well don't get your hopes up. The Doc Venture we're after is his son—Rusty: or to be more specific; the guy who works for him. He's an old friend of mine."

"Who is he? Some kind of super-powerful mutant who can help us?" Kitty asked.

"He's more dangerous than any mutant." Logan said grimly. "His name is Brock Samson."

&&&

Lina groaned as she came to. She sat up and took in her surroundings and found that she was lying on top of a large pink bed.

"Where am I?" Lina wondered as she looked around. "And why is it so cold—**eep**!" Lina figured out the last bit as she looked down and frantically tried to cover herself. Her normal clothes were gone, replaced with an outfit that looked like the slave outfit Princess Leia wore in Star Wars though it was—if anything—even less modest.

Lina blushed furiously and looked around for an exit…or at least something else to wear.

"_Okay, Lina-Girl." _She thought to herself_. "Calm down. Think. The X-Men will be here soon enough to rescue you. All you have to do is wait it out until then. No big deal._"

She nearly leapt out of her skin when she heard someone outside the door.

"Oh god," Lina whimpered. "I'm going to die half-naked in some nut-job's bedroom!"

**Who's outside the door? What happened to Arcade? Find out next time!**


	16. Chapter 16

&&&

"You're telling us that Arcade got sucked inside his computer?" Cover Girl asked. The Misfits had immediately brought Arcade's disappearance to the attention of the Handlers.

"I warned him that he was spending too much time in front of his computer." Spirit said.

"Well, there's no doubt, we've got to get him out." Roadblock added.

"Maybe if we break the screen…" Shipwreck suggested as he unholstered his pistol.

"NO!" Everyone shouted at him.

"Maybe we should call Dr. Strange." Wanda suggested. "Magic Arcade out."

"Or one of our computer geniuses." The Blind Master suggested.

"Present!" Trinity grinned.

"I said geniuses, not maniacs." The Blind Master said firmly.

"Do you think Forge—never mind, dumb idea." Tabby said.

"Yeah, we want to HELP Arcade here." Fred agreed.

"Maybe if we—" Todd started. Althea rolled her eyes and casually pressed the 'escape' key. The screen started to glow and Arcade flew out, landing none-too gracefully on the floor.

"Why didn't I think of that?" Shipwreck wondered as he scratched his head.

"Because Dad, your brain is like the four headed, man-eating haddock fish beast of Milwaukee." Althea explained.

"In what way?"

"It doesn't **exist**."

"Wow, what a rush!" Arcade breathed.

"Are you all right?" Angelica asked.

"What happened?" Spyder asked.

"Are you real or a digital projection?" Spyder asked.

"Maybe we should call Lifeline." Low Light said. Arcade held up his hands to ward off the questions and concerns.

"You guys, come on I'm fine! There's no need to freak out!" Suddenly an electrical worked its way around Arcade. The Misfits and Handlers shielded their eyes. When they looked again, they saw Arcade wearing a red one-piece jumpsuit with white gloves and boots and on the chest a black circle with a gold 'F!' emblazoned on it. He was also wearing a black mask around his eyes. Arcade's hair stood up straight as if he had been electrocuted, with a white streak going along either side. But most shockingly, his skin had turned bright blue.

"Arcade? Is that you?" Tabby gaped.

"Wow…this is super neato!" Arcade said as he looked himself over. "Let's wrestle!" He shouted as he leapt on Pietro.

"Get off me!"

"Say, 'I'm a little tugboat!'" Arcade said as he sat on Pietro's back and bent his leg back in a hold.

"I'm a tug—boat!" Pietro gasped as he pounded his fists on the floor. "Get him off!"

"Aw nut bunnies!" He grumbled. "I wanted more of a challenge!"

"Arcade, what—" Althea started to ask.

"Will you go out with me?" Arcade asked.

"**_WHAT_**?!" Althea, Todd, and Shipwreck exclaimed. Far away Amira shuddered and got so mad that she punched Bobby in the face.

"No! I'm in love with Toddles!" Althea shouted.

"What? After all this time, you were just stringing me on?" Arcade said in a wounded voice.

"Hey! Who do you think I am? Kitty?" Althea asked indignantly.

"If this were an after-school special, ooh, you'd pay a bittersweet price for your little deceit, like getting big oily zits! Or eating off the same plate as David Lee Roth!" He threatened.

"He's acting freakier than usual." Wanda said.

"Then just call me…" Arcade grinned insanely. "Freakazoid!"

&&&

"Call me surprised, but I don't think this is how I expected to see you Brock." Logan said gruffly as he shook his old friend's hand. "Running herd on a pair of teenagers?"

"You seem to have quite a herd yourself Logan." Brock returned as he took a drag on his cigarette. "So I hear you've got some Monarch troubles. I'd be glad to help out."

"Can we come too Brock?" Dean Venture asked.

"Yeah can we? We can make sure the kids don't get hurt." His brother Hank boasted, indicating the X-Men.

"Is he for real?" Jean asked.

"All right." Brock groaned. "You kids can come; just don't get in my way."

"So long as you don't get in ours." Amira growled.

"Go Team Venture!" Hank and Dean shouted.

The flight on the X-Jet was getting a bit cramped, with and the Ventures joining the X-Men…and boring them with completely improbable stories of utter crap.

"Mecha-shiva! Mecha-shiva! Mecha-shiva!" The Venture Brothers chanted as they retold one such story.

"Stop that! You're giving me a headache." Scott moaned.

"So you guys turned into a giant robot. Sure." Amira said skeptically. "Just like a bunch of hippies and their dog came and broke into your lab thinking you were ghosts."

"Seriously, only a total idiot would buy those stories!" Bobby said.

"And there's our expert opinion on the subject." Rogue rolled her eyes.

"So tell us, what's with that guy?" Hank asked, pointing at Logan. Amira grinned.

"Him?" Amira said. "That's Wolverine. Canada put him in their secret Weapon X program because of his healing abilities. He was the only one who could survive the process of having adamantium—an unbreakable metal—bonded to his skeleton. There were two side effects. One: He can mess up a guy with those claws of his. And Two: He became a humorless dick!"

"I heard that twinkle-toes!" Logan said, without looking back.

&&&

Back in the Flying Cocoon, Lina's heart leapt into her throat as the door to the Monarch's bedroom was opened. A woman with black hair and a purple out grumbled in a deep, masculine voice.

"Oh brother, I can't believe he trotted out that old Halloween costume." Dr. Girlfriend sighed. "What a shmuck!"

"Who are you?" Lina asked nervously.

"The Monarch's girlfriend." Lina gulped nervously as Dr. Girlfriend glared at her, looking over Lina's skimpy costume. Lina blushed.

"This wasn't my idea!" She moaned.

"Honey, if it were your idea to dress up like Princess Leia, you'd be going out with Number 21, not the Monarch." Dr. Girlfriend sighed. "I tell that idiot that I just have to go pick up some of my old stuff from the Phantom Limb's place and he thinks I'm cheating on him! Honestly, I don't know what's wrong with Mr. King Butterfly Man!"

"So…you're not mad at me?" Lina asked hopefully.

"Girl…" Dr. Girlfriend sighed. "What would be the point? I mean it's pretty obvious that you don't want to be here…"

"That's true." Lina nodded eagerly.

"…Or dressed like a slut." The Doctor continued. Lina flushed and looked down.

"Honestly it's crap like this that makes me wonder what I see in him. I mean, what kind of idiot would kidnap a girl in order to get her to like him?"

"Well…" Lina winced, that sounded too much like what Fred did to Jean way back when. "Maybe he's just lonely and feels desperate because other people don't see the real him."

"Honey, he dresses himself and his men up in butterfly suits and constantly attacks a 'sworn enemy' who barely gives a crap that he exists. What you see is pretty much what you get." Dr. Girlfriend snorted. "Still…I love the idiot. No matter what other people think."

"Yeah…" Lina said, thinking of Fred and how she sees him, instead of the way nearly everyone else does.

"I should make it clear that I love him, now and forever!" Dr. Girlfriend declared.

"Yeah!" Lina agreed.

"I'm going to go and tell him that right now!" The Doctor said as he turned around and marched out the door.

"Yea—wait! Wait, could you let me out of here first?" Lina asked as the door closed again. "Or at least give me some pants?"

&&&


	17. Chapter 17

&&&

The Monarch was sitting in his command chair, fantasizing when Dr. Girlfriend arrived. "What the hell is this? I leave for a day and you go around kidnapping girls out of their homes? What the f—k is the matter with you?" She demanded/

"You left me to go back to that floating, smooth-talking jackass!" The Monarch sputtered.

"How many times do I have to tell you, I just went back to pick up a few things. I am not interested in seeing a man who literally isn't all there!"

"How do I know you're telling the truth?" The Monarch demanded.

"Because I love you, you moron!"

"Snookums, what are you—" The Monarch started to say when the X-Jet crashed through the Cocoon's wall.

"HHRAAAH!" Brock and Logan leapt out of the craft and started tearing into the mass of terrified henchmen.

"Look, all I'm saying is that—" The Monarch tried to say over the terrified shrieks and screams of his henchman as they were brutalized by Brock and Logan.

"Arggggh! My eye!"

"Oh my god! You killed Number 27!"

"You bastards!"

"—If I've stood by you this long I'm not about to throw it away so easily! Which is more than I could say for you!" Dr. Girlfriend said as she laid into the Monarch.

"Holy crap did you see how far that guy's head went!" Bobby exclaimed.

"I'm more disturbed by how far Brock shoved that other guy's finger up his own—" Amira started.

"Amira! You and the New Mutants go look for Lina while we…mop up here." Scott said his face pale.

"You're gonna need a mop to clean up all that blood." Amira winced. "Come on!"

"Wait, we're coming too!" Dean said as he and Hank joined her.

"Maybe if we rescue this girl, they'll think we're heroes and score dates!" Hank whispered to Dean. "And then we'll get cool costumes and become superheroes!" Amira heard them and rolled her eyes as they started heading out of the control room.

"Lina! Where are you?" Amira shouted. She heard a faint reply coming from the room at the end of the corridor. "Lina? Is that you?" Amira asked as she kicked the door in. "Good thing the Monarch cut some corners when he built this—hello!" She exclaimed when she saw Lina and what she was wearing.

"Hi Amira." Lina mumbled in embarrassment that only grew as the boys started to crowd the door.

"Wow…" Ray said his jaw dropping.

"Holy shit!" Roberto exclaimed, his eyes popping.

"My nose is bleeding…" Jamie noticed as he wiped his nose with the back of his hand.

"My pants are shrinking…" Hank Venture observed.

"She must have a shrink ray!" Dean said. Lina blushed red and tried to cover herself with her arms.

"All right you pervs, out out out!" Amira ordered as she started shoving. "Get going!"

"I am so embarrassed!" Lina moaned in mortification as Amira pushed the last of them out the door.

"It's not like they can actually **see** anything." Amira shrugged as she looked Lina over. Lina blushed even more, her entire face turning red.

"Please don't hit on me right now, I don't think I can handle it." Lina squeaked. Amira laughed briefly and shook her head.

"I'm not going to hit on you sweety," Amira said as she took off her glasses to wipe her eyes. "You're like my brother!"

"Brother?" Lina asked in confusion.

"Hey, I like girls remember?" Amira shrugged. "Point is, as hot as you look, I'm not interested. No offense."

"None taken." Lina sighed. Amira looked at her.

"Say Lina," Amira asked. "Can I have that costume?"

"Please tell me that this isn't part of some fantasy to seduce Althea." Lina sighed.

"Okay, I won't tell you."

"Let's just go." Lina sighed.

"Hold on." Amira told her. She went over to the window and tore off the curtain and proceeded to wrap it around Lina. "There. It isn't exactly a _niqab_, but it'll prevent the guys from drooling all over the place."

"Thanks. Now can we please go?"

"Certainly." As Amira and Lina headed out to the Control room where most of the Monarch's henchmen lay in a bloody heap and the rest were hiding behind the X-Men for protection from Brock. The Monarch and Dr. Girlfriend were passionately in twined in a loving embrace, oblivious to the world around them and the blood pooling at their feet.

"Should we beat him up for grabbing Lina?" Rogue asked.

"He's not even paying attention!" Gambit complained.

"As much as I want to pound the creep, I have to wonder why. I mean, what can I do to this guy that life hasn't already?" Logan wondered. "He's dressed like a butterfly and making out with a woman who has **got** to be transsexual! Anything I do to him would be a mercy at this point."

"Let's just leave." Scott groaned.

"So, do you think we're cool?" Dean asked Jean. She didn't bother to answer. She just shook her head sadly and turned away to climb back aboard the X-Jet.

"Aww, our plan to get dates by being heroic failed. We're failures." Hank sighed.

"You're not a failure kids. It's just that your ideas are silly and dumb." Brock sighed.

"Seems to be a trend around here." Logan groaned.

&&&

Freakazoid started whooping and hollering as he bounced around the room.

"Knock it off you nut!" Lance demanded.

"Hey what's that behind your ear?" Freakazoid grinned as he reached behind Lance's ear and pulled out something silver.

"I'm baaaack!" The Coyote grinned.

"Awww…isn't the doggy adorable?" Freakazoid grinned.

"Oh dear lord, there's **two** of them!" Wanda moaned.

"Oh honey bunch…." The Coyote grinned at Rahne.

"Nice try but you can't make me turn into my wolf form!" She snapped at him.

"I can!" Freakazoid said as he put his hand on Rahne's head and gently pushed down.

"Oh no…" Rahne moaned as she sat—as a wolf—amid a pile of her own clothes. "Not again!"

"Pookey-wookums!" The Coyote cheered. Rahne turned tail and started to run.

"I'm out of here!"

"Talk about déjà vu." Wanda said as she watched Rahne try to stay a step ahead of the Coyote.

"Come on, I wasn't **that** bad." Todd said.

"Hah!" Wanda snorted.

"I can fly! I can fly!" Freakazoid shouted as he thrust his arms over his head and shouted. "WHOOSH!" He said as he ran around. "I can fly!" He vanished into the mess hall. A moment later a blood-curling scream was heard.

"YEEEEOOW!" Freakazoid ran out, followed closely by Beach Head. "I'll teach you to poor hot chili down my pants!" Beach Head shouted at him.

"You don't need to teach me, I know how!" Freakazoid called back.

"Come back here you lunatic!" Beach Head shouted.

"I'm right here!" Pietro said.

"Not you! Him!" Althea pointed at Freakazoid.

"Sorry, force of habit." Pietro shrugged.

"HELP!" Rahne shouted as she ran past again still being chased by the Coyote as well as the Joe's dogs: Junkyard, Timber, and Order.

"Boy she's popular around here." Althea noted.

"This is getting out of hand." Angelica sighed.

"Getting?" Shane looked at her.

"We have to find some way of getting Arcade to stop." Althea determined.

"Is it possible his new form has some sort of weakness?" Xi asked.

"That's what Fred is trying to determine." Cover Girl pointed at Fred as he pulled out a green rock and waved it at Freakazoid.

"Behold, the purest Kryptonite! Are you feeling weak, my friend, oh so weak?"

"That's Superman's weakness, not mine!" Freakazoid shouted.

"Really?"

"Yeah, duuuuuuhhh!"

Fred tossed the Kryptonite away and pulled out a yellow pad of paper from his pocket and proceeded to wave it in front of the blue lunatic. "Then how about this! Does the yellow hurt your eyes, my friend? Feeling weak, oh so very weak?"

"That's Green Lantern!" Freakazoid snorted.

"Oh, that stupid man at the store!" Fred grumbled as he threw it down and took out a bottle of water and splashed it in Freakazoid's face. "Then how 'bout some... water in your face! Are you melting, melting, my friend?

"That's the Wicked Witch!"

"Oh, we're wasting time. What **is** your weakness?" Fred demanded his hands bunched on his hips.

"Well..."

&&&

"Dumb, dumb, dumb!" Freakazoid raged at himself as he sat in a cage. "Never tell the other guy how to trap you in a cage!"

"You probably shouldn't have helped us build it, either." Wanda said wryly.

"I know. Dumb!"

"So... graphite bars charged with negative ions. That is your weakness, eh?" Brittany asked. "That's good to know."

"That, or poo gas." Freakazoid grumbled.

"We have to figure out what happened to Arcade when he got sucked into that computer. Or better yet, how that happened in the first place." Spirit said.

"Well have you girls found anything when you examined Arcade's computer?" Cover Girl asked Trinity.

"We found that Daddy's been using it download a lot of—" Quinn started to say before Shipwreck covered her mouth with his hand.

"Heh heh, kids these days! Always kidding…here's fifty bucks to keep your mouth shut." Shipwreck added in a whisper as he slipped the money into her hand.

"Moving on…" Althea sighed.

"We found that Arcade recently installed an experimental new computer chip called the 'Pinnacle Chip.' It might have something to do with what happened to him."

"Who would know the most about this chip?" Road Block asked.

"Roddy MacStew invented it." Daria answered.

"Good enough. Let's contact him." The Blind Master said.

"No need." Brittany grinned. "We already brought him here with the Mass Device. He's in our room."

"Oh god, what did you three do to him?" Althea groaned. "We need him **alive**!"

"He's still alive." Quinn stubbornly insisted. "Or at least he was last time we checked…"

"Better go save him." Wanda sighed as the Misfits made their way up to Trinity's room. Inside the room was a red-haired man in kilt, tape-ducted and gagged in a chair.

"Hey we kidnapped a Scotsman! Think he knows Rahne?" Quinn asked.

"Sorry about this." Fred said as he ripped off the gag.

"Crud!" Roddy shouted. "That hurts!"

"I **said** I was sorry."

"Mr. MacStew, our friend Arcade installed your chip inside his computer. Then he got sucked inside his computer and when he came out—" Althea started.

"Crud!" Roddy said again. "He accessed the Pinnacle Chip's flaw!"

"Flaw?"

"The reason it was never mass produced! If one enters the correct sequence of keys they can be absorbed into a computer and instantly gaining all the information on the Internet!"

"Why would that make him blue and insane?" Tabby asked. Roddy shrugged.

"Now there you've got me lass."

"All right now listen you Groundskeeper Willie imitation." Low Light said ominously. "You better figure out a way to fix this mess. And fast!"

"I dinnae know of a way te undo the process, but ah think I know a way to turn him back." Roddy said. "Where is the lad?"

"Downstairs." Roddy and the Misfits headed downstairs to examine Arcade.

"Hmmm…this is nae good." Roddy said as he looked at Freakazoid.

"Is Arcade in danger?" Spyder asked worriedly.

"Nae, I just mean that blue is not in this season." Roddy said. "Eech!"

"Aw, nut bunnies." Freakazoid said in disappointment. "What is in?"

"Ah think that new 'Freak' look is in." Roddy said.

"I can't believe it! 'Freak' in?" Freakazoid said. Suddenly there was a flash and Arcade was back to normal.

"Glad that's over." Althea sighed.

"I'm afraid not." Roddy sighed. "The lad's powers are uncontrolled. Without mentoring he could become a wild, out of control monster!"

"You haven't heard of the Misfits, have you?" Low Light asked.

"I'd like to take the boy with me to help him learn to control his powers," Roddy started to say.

"Not happening." Roadblock insisted.

"It may be in his best interest." Roddy said, "But kin the lad at least show me the sequence of keys he used to access the flaw?"

"Sure." Arcade said as he led them up to his room. "I did this and then—"

"No, don't—!" Roddy exclaimed, but it was too late. The computer screened started to glow and Roddy was sucked in. Arcade leapt after him.

"Arcade!" Todd shouted as the screen went blank. "Get him out Al!"

"It's not working!" Althea said as she pressed the escape key again and again. Suddenly a message appeared on the screen. She started to read it aloud.

Dear Everyone, since I caused this mess, I'm going to find and rescue Roddy from cyberspace. I've decided that—for now—I'm going to stay in Cyberspace and work on my new abilities. Maybe I can do some good with these powers. Staying with you all has been the best time of my life and I'll miss you all, but this is something I feel like I have to do."

"Love, Arcade." Althea sniffed.

"I'm gonna miss him." Fred said sadly. The Misfits all looked down.

"Hey, what happened to Rahne?" Tabby asked.

&&&

"Leave me alone!" Rahne growled as the chase continued. Junkyard, Timber, and Order whined. "That goes for you lot too!"

She ran through the obstacle course, leaping over tires and scampering over walls and pits, hoping to loose them. With little success. Then she ran through the hangar, nearly getting run over by a jeep and even darted across the firing range.

"Bad idea! Bad idea!" Rahne yipped as she crouched down low to avoid being shot and stopping short to avoid the occasional grenade. The Coyote however simply stood on his hind legs and danced in between the bullets.

"Da da da da dancing da da da da dancing!" He said cheerfully. Rahne took the opportunity to flee and out of sheer desperation, headed for General Hawk's office.

"Sorry General!" Rahne shouted as she burst into his office and hid under his desk.

"Rahne? What the—?" Hawk demanded just as the Coyote poked his head into the room. "Never mind." He sighed.

"Sweety, wait for me!" The Coyote grinned as he also dove under Hawk's desk. "Kiss me beautiful! MWAH!"

"AHK! Why you!" Rahne sputtered. "Take this! And that!"

"Hey, cut that out!" Hawk said as he held onto his desk as it started rocking back and forth. Draws were knocked out of the desk and pencils and papers went flying. "And here I thought a desk job would be relaxing!" Hawk moaned. Rahne ducked out of the room and started running again, deciding against further pounding the Coyote.

"Oh Rahney!" The Coyote called as he and the dogs followed her.

Of course, the Coyote wasn't through yet.

Rahne ran across the pit, her pack of admirers close on he heels. "Why me? Why always me?" She moaned as they chased her through the mess hall. "Gang way!" Rahne shouted as she leapt up on a table and kept running. The Coyote followed her.

"Gorgeous! Come to papa!" As they ran, food and plates went flying into the faces and laps of the Joes.

"There's a dog in my soup!" Alpine complained as Rahne stepped in his bowl.

"BLEECH!" Mainframe said as his dinner went flying into his face. "I wish I could say that having a bunch of canines running in it is what makes this so unpleasant, but knowing that B.A. cooked it…"

"Hey, that Coyote stole my wine!" One Joe protested angrily.

"I want to set a romantic atmosphere!" The Coyote explained.

"I'll knock you **into** the atmosphere if you don't buzz off!" Rahne snapped.

"Come on, can't you imagine me and you together strolling on the beach, rolling in the sand, playing Frisbee…"

With Freakazoid gone, the after effects of his powers vanished too. Rahne returned to her normal, human state.

"Or not." The Coyote said in disappointment.

"Thank Saint Andrew—eeep!" Rahne exclaimed as she realized that she returned to her human self a top of a table in the crowded GI Joe mess hall, splattered with food and completely stark naked. Blushing brilliantly, Rahne did the only thing that came to mind.

She screamed.

"**AAAAHHHHH**!"

&&&

Freakazoid is © to Warner Brothers


	18. Chapter 18

&&&

"**DIE**!" Rahne shouted as she throttled Lance with both hands.

"Why…are you…choking me?" Lance wheezed as he feebly tried to defend himself against the enraged Scotsgirl.

"The Coyote's from **your** mind! If I kill you, the Coyote goes with you!" Rahne seethed as she kept choking him. The Misfits hung back, clearly not wanting to get in her path.

Rahne had been rescued from her humiliation in the mess hall by a quick thinking Scarlet. She tossed a table cloth over the young girl and quickly escorted Rahne to her office to give her some spare clothes. Rahne, furious and mortified, stormed back to the Manor intent on killing the Coyote, who had disappeared when Freakazoid did. Undeterred, Rahne turned her attention to Lance.

"Rahne, maybe you might want to take it easy…" Angelica suggested, but quickly stopped when Rahne turned an angry eye on her.

"Take it easy? **Take** **it** **easy**?! I'm angry, I'm embarrassed, and I have mustard in **very** personal places!" Rahne shouted. "I'm not going to take it easy! I'm allowed **not** to take it easy! An entire room saw me **naked**!"

"Well, actually from what the security cam showed the ketchup and noodles really obscured anything, though the potato salad was pretty suggestive…" Pietro snickered. Rahne's face went red.

"You die too!" She snarled as she took one of her hands off Lance's throat and around Pietro's as she started to choke them both simultaneously.

"Arggh!" Pietro gasped.

"Ahh!" Lance agreed.

"Kids, destroy the security tapes." Cover Girl groaned. "All of them!"

"You're the boss." Brittany shrugged, "It's not like it's of Jean or anything."

"Rahne, I think the message has been received let them go." Althea sighed. When Rahne made no move to let go Althea nodded to Wanda and the two had to physically pull Rahne off them, giving the boys a chance to flee to the basement.

"I think Rahne needs a break." Wanda grunted as she held on to her.

"I think we all could, after recent events." Althea agreed. "Rahne, why don't you take a shower and we'll call Xavier's, see if we can arrange something fun with the X-Men?"

"Ach, fine. I'll kill the _spalpeens_ later." Rahne grumbled as she went upstairs to shower.

"And they say **I** have a temper." Wanda noted as Althea called the Institute.

"Hello? Hey what's up? Say again? You guys have new students? Well that's—**WHO'S** **THERE?!**"

&&&

**A Short While Ago:**

"Well that was certainly exciting." Scott groaned as the X-Men stumbled off the X-Jet and back into the Mansion.

"I have never been so embarrassed." Lina moaned as she clung to the drape wrapped around her like a toga. "Maybe I should've stayed back at the Pit!"

"Hey come on now," Amira said as she squeezed Lina's shoulder. "Look at the bright side."

"**_What_** bright side?" Lina asked incredulously.

"At least now you have something to give Fred for his birthday." Amira grinned as she held up a photo of Lina in the Princess Leia outfit. Lina's whole face turned red.

"Give me that!"

"Nope," Amira said mischievously as she ran up to her room.

"Get back here!" Lina yelled as she chased after her, dropping her make-shift toga as she ran.

"At least today can't get anymore strange." Remy groaned. The doorbell rang.

"You never learn, do you?" Rogue asked him. Bobby went to the door.

"Hello? Aaah! A ninja!" Everyone rushed to the door to defend Bobby against the ninja but stopped short at the doorway.

"Bobby, you're an idiot." Kitty groaned. Standing in the doorway was a girl in a black burkha that covered everything but her eyes.

"Hello." She said softly. "My name is Sooraya. Is this the Xavier Institute?"

"Ah, welcome Sooraya. You were expected." Professor Xavier greeted her as he and Storm made it to the door. "Students, I was hoping to tell you before, um, recent events intervened but we have two new students joining us. This is Sooraya Qadir."

"Hold on a second." Jean said. "_Amira! Get down here, there's someone here we want you to meet!_" She called telepathically.

"I thought I told you not to do that!" Amira shouted as she made her way down the stairs. "I hate having you in my mind!" Lina was right behind her, still intent on grabbing that incriminating photo back. Amira stopped short when she saw who their visitor was. "Hi." She said after a brief pause.

Lina stopped short as well as Sooraya looked at her. Lina felt her face heat as Sooraya glanced over what little she was wearing.

"Heh, heh hi." Lina flushed as she discreetly made her way behind Amira.

Xavier cleared his throat.

"Sooraya, this is Amira al-Batani. She's also a newcomer and with your mutual consent, your new roommate." Xavier gave Amira a tiny glance to see if she minded. Amira shook her head. She was tired of being alone. If Sooraya had a problem when she found out that she was bisexual…well, then that would be that. "Since the two of you are co-religionists I thought it might make the adjustment easier for the both of you."

"_Salaam aleikum_," Sooraya said shyly. "I am pleased to meet you."

"_Assalemu alaiku,_." Amira returned. "Likewise. Come on, I'll show you to our room and point what direction Mecca is from here."

"Thank you." Sooraya said as she took her bag and headed upstairs. Lina hurried back to her room to change.

"What's she doing here?" Kurt asked. "I thought she was a student at Sky High!"

"There were certain…difficulties." Xavier said. "The climate at Sky High is not too friendly towards mutants right now."

"But there are tons of students with super-powers at Sky High." Kitty protested. "Why would they care if it came from an X-Gene or from a radioactive bug or whatever?"

"For one thing, the fact that mutants in service of the Hellfire Club attacked the school—assisted by certain mutant students—has damaged relations between the mutant and non-mutant populations." Xavier explained.

"But Sooraya fought against them!" Peter said. "She was one of the few who held her own in that fight."

"Which, let me guess, made them dislike her even more right?" Rogue asked. Storm nodded sadly.

"Unfortunately many students resented her actions, feeling that her successes made them look poorer by comparison. Additionally her religious and cultural beliefs made her something of an outcast and made it hard for her to adjust to Sky High."

"Let me guess: she wouldn't take the classes that teach how to instantly change your clothes by walking into a telephone booth or wear her underwear on the outside?" Scott asked shrewdly. Storm nodded.

"Okay, I get all that but why bring her here?" Remy asked. "What are we, a dumping ground for mutants no one else wants?" Rogue smacked him.

"If we were that would certainly explain why you're here swamp rat!"

"At any rate it's because Sooraya requested it." Xavier said. "She feels that going someplace where she alredy knows one of the teachers would make her adjustment easier."

"Who does she know?" Bobby asked.

"Care to explain Logan?" Jean grinned, she and Scott having already been briefed.

"Not one word Red." Logan grumbled.

"What's his problem?" Remy asked. Jean shrugged and gave a grin.

"Oh don't mind him he's just annoyed that she had a little crush on him when he rescued her."

"**_WHAT?!_**" The students exclaimed in disbelief as they looked at Logan.

"Thanks a lot!" He growled at Jean. Jean just smiled back.

"Why don't you tell them about how you rescued her from those mutant slavers at the border between Afghanistan and Pakistan?"

"Mutant slavers?" Kitty asked. "Like, there are people who capture and trade mutants as _slaves_?"

"They used to do it to Africans." Storm reminded her. "It's not that surprising."

"But Logan saved her and brought her to Mumbai." Jean continued.

"I knew someone who would find a place for her. He was a recruiter for Sky High." Logan shrugged. "That's all."

"Well she seems like a nice girl." Rogue shrugged.

"Good, we could use more of them." Bobby muttered. "Do you think she'll ditch the burkha?"

"I've said it before and I'll say it again: Bobby, you're an idiot." Kitty groaned.

"Professor I thought you said that we had two students joining us." Kurt asked. "Where's the other?"

"He ought to be here any time now…" The Professor said as a taxi pulled up. "There he is."

Everyone waited and watched as their newest arrival made his way to the door of the Institute. He was about seventeen or so, with brown hair and green eyes. His skin had a Mediterranean look, a sort of golden-tan sun bake. He looked around at his welcoming committee.

"Hello everyone. My name is Gilaad Rotherot." He said warmly. "_Shalom_."

"You're, like, Jewish?" Kitty asked excitedly, not noticing Peter's annoyance.

"Israeli, actually." Gilaad said. Rogue winced.

"Amira's not gonna like this…" She moaned quietly.

"Hello Professor Xavier, it's a pleasure to meet you." Gilaad said. "Mom's told me a lot about you."

"Your mother?" Xavier asked uncertainly. "Who is your mother?"

"Gabrielle Haller. You're former wife." Gilaad gave a weak smile. "I guess you're kind of like my step-father."

&&&

**A/N: Gilaad Rotherot (and Amira al-Batani) is © to me.**


	19. Chapter 19

&&&

"Well, this is a twist." Rogue said. "Your mom is the Professor's ex?"

"Yeah." Gilaad nodded.

"Did you know about this?" Storm asked Xavier. He shook his head.

"No. I did not." Xavier looked at Gilaad. "Don't misunderstand, the offer still stands for you to stay here but why would your mother…" Gilaad pursed his lips.

"My mother may have divorced you," he said carefully. "But she knows that there is no one better suited to working with and helping to control mutant abilities. She's a typical Jewish mother." He added with a grin. "Nothing but the best for her son."

"Unless you count keeping Legion a secret from the Professor," Scott said with a touch of distaste. Scott didn't like Legion, not the least because his existence as the Professor's son called his own father-son relationship with the Professor into question. Undoubtedly Scott felt the same about Gilaad. Fortunately, Scott kept his voice low enough for Gilaad not to hear him.

"So what **is** your power?" Bobby asked. "If you're the Professor's step-son shouldn't you be a powerful telepath?"

"He isn't actually the Professor's son Bobby." Besty reminded him. Gilaad nodded.

"My ability is a little hard to explain." Gilaad rubbed his hands together. Only now did the others notice that he was wearing gloves.

"Do you have a death touch?" Jamie asked excitedly. Gilaad shook his head.

"No. It's only my right hand that's…affected. I only wear both gloves because it would look strange wearing just one." He pulled off his left glove and started removing his right. "It's too freaky to walk around without it covered."

"Please!" Kurt said grinned. "Around here there is nothing around here that's too freak-EEEEE!" Kurt yelped as Gilaad held up his right hand. In the middle of his palm was an eye, the same green color as his regular eyes. It blinked once and several of the X-Men unconsciously took a step back.

"Told you," Gilaad shrugged with a touch of hurt as he put his glove back on his right hand.

"So that's your mutation?" Jean gulped. Gilaad shook his head.

"I'll explain the rest later." His stomach growled. "Um, if you don't mind I'd like to grab a bite to eat. It was a long flight and El Al airline food is kinda—" he shrugged indifferently. "Bleh."

"Like, I'll be happy to make you something." Kitty said.

"**NO**!" Everyone shouted.

"What are you trying to do, kill him?" Rogue demanded. "We'll have dinner in a little bit. In the meantime, maybe we should just take you on a little tour of the Institute…outside." Rogue and the others showed Gilaad the Institute's backyard (also noting the positions of the laser guns and defense grid).

"Hey you have a pool!" Gilaad said excitedly as he headed over. "Neat." He leaned over. "It looks like you have something in the—**whoa**!" He shouted as something grey leapt out of the water and dove back in, splashing water everywhere..

"Naomi!" Scott said as the water washed over them. "Quit it!"

Gilaad marveled as a dolphin's head poked out of the water and squeaked at them.

"Come on out and say hi to Gilaad." Scott told her. Naomi shifted from a dolphin to a cute, eight-year old girl with blue eyes and dirty blond hair and climbed out of the pool.

"Hello." She smiled shyly at Gilaad, her English heavily accented.

"Hello yourself." Gilaad smiled as he leaned down. "Are you Israeli too?" Naomi nodded eagerly and said something quickly in Hebrew. Gilaad laughed and mussed her hair. "Sorry, I don't turn into any animals." He said in English, for the other's benefit. "When did she get here?" He asked Rogue.

"She arrived two months ago." Rogue answered. "She didn't speak any English at the time."

"How did she learn?"

"Karaoke." Rogue pursed her lips. Naomi grinned and started to demonstrate.

"_Yo, I'll tell you what I want, what I really really want, So tell me what you want, what you really really want, I'll tell you what I want, what I really really want—!" _

"Lord help us…" Rogue groaned. "She just had to borrow Kitty's CDs…"

"Do you have any family here?" Gilaad asked Naomi. She nodded eagerly and pointed.

"'Mira!" Rogue winced.

"Hoo boy." She groaned as Amira strode up to them.

"Naomi what's going…on?" She asked as she saw Gilaad leaning over Naomi. She took one look of Gilaad's Israeli looks and—more to the point, his IDF lapel pin—and froze like a deer caught in headlights.

"Amira? This is Gilaad Rotherot. Gilaad? This is Amira al-Batani." Rogue winced and prepared for the fireworks.

"She's an Arab?" Gilaad asked neutrally.

"I'm not just an Arab. I'm a Palestinian." Amira answered in the same voice. "Naomi, come here." Naomi looked uncertain but moved towards her adopted big-sister.

"What exactly are you doing with an Israeli girl in your care?" Gilaad asked, his tone promising trouble if he didn't like the answer.

"Nothing that concerns you." Amira said stonily.

"If you kidnapped that girl from her parents—" Gilaad started.

"Her **parents?**!" Amira hissed. "They did to her what your country did to me: they spat us out because they didn't consider us human." Naomi bit her lip and started to cry softly. "Let's go." Amira said quietly.

"Wait, I didn't mean to—" Gilaad started but whatever else he was going to say died on his lips as Amira glared at him, her face full of fury.

"You're both students here." Rogue reminded them, hoping to head off an explosion. Amira, her back so stiff that it was a wonder her spine didn't snap, struggled to maintain her composure. "There's nothing to be gained by hating each other."

"Is that so?" Amira said darkly. "Excuse me." She said to Rogue as she stormed away. 'Accidentally' knocking Gilaad aside with her shoulder and headed inside, taking Naomi with her.

"Is everything all right out there?" Ororo asked as she poked her head outside.

"Define, all right." Rogue winced.

&&&

Sooraya had just finished unpacking her things when Kitty and Jubilee poked their heads into her room.

"Hi, Sooraya isn't it?" Kitty asked. Sooraya nodded. "I'm Kitty and this is Jubilee."

"I am pleased to meet you." She said softly. "May I help you?"

"Well we thought that since you were new here that we could, like, help you adjust and stuff." Kitty said.

"If you ever need us for anything like pointers in the Danger Room, or where to meet guys, or where to get the best make-up or designer clothes or anything, just call us!" Jubilee said.

"I thank you for your kind offer, but I do not wear make-up. Or have need for new clothes." Kitty and Jubilee looked at each other as if to ask just what kind of girl was Sooraya.

"Like Sooraya, welcome to the twenty-first century." Jubilee said with a pitying look. "Ditch the bee-keeper suit and join the fun!"

"I like my burqa and the modesty it affords me." Sooraya replied.

"_Dinnertime_!" Jean called telepathically, summoning everyone to the dining room. As everyone took their seats—Amira made sure to sit on the opposite side of the room as Gilaad—Professor Xavier started to say a few words.

"Everyone, it gives me great pleasure to have our two latest students—Sooraya Qadir and Gilaad Rotherot here with us. It is my hope that as we learn to work together to build a bridge between mutants and the rest of humanity, we also build bridges to bring us all closer together to one another."

"So, like I guess you're glad that Sooraya is here now, right Amira?" Kitty asked her.

"Is it nice having another Muslim to talk in your own language?" Jean asked. Amira looked at them crossly.

"Do you say to Kurt that it must be nice to have another Catholic here when Roberto came?" She asked. "I don't like being patronized."

"I'm just asking what it's like." Jean defended.

"So the next time someone new shows up should I ask you what it's like having another Christian in the house?" Amira challenged. "And while I like her just fine, it's still small minded to assume that because we're the same religion that we ought to get along. And for your information, Sooraya and I don't have a common language. She's from Afghanistan. I'm a Palestinian."

"So?" Amara asked. Amira held her head.

"So…Palestinians speak Arabic. Peoples from Afghanistan don't."

"Don't all Muslims speak Arabic?" Kitty wondered. Amira wondered if all Americans were this ignorant or if she was just in a particularly ignorant group.

"No," Gilaad jumped in unexpectedly. "Arabic is the language of Islam, but that's for religious use. Non-Arab Muslims—Persians, Turks, Kurds, Pakistani, Indonesians, Bosnians, and so on—generally can't speak or understand Arabic beyond that. Do you think that just because Kurt's Catholic and Catholics pray in Latin that Kurt can carry on a conversation with a Roman or something?" Gilaad asked.

"So what do they speak in Afghanistan? Afghani?" Wanda asked him. Gilaad shrugged.

"Afghanistan really isn't a nation; it's more of a collection of tribal and ethnic groups, each with their own customs and language." He explained. "The Pashtuns, Balochis, and Tajiks all speak languages from the Iranian family, Turkomen and Uzbeks speak Turkic languages. Arabic is from the Semitic family so there's no connection between Arabic and any language from Afghanistan—"

"Thank you, Mr. Data." Scott interrupted.

"How do you know so much?" Jean blinked. Gilaad shrugged.

"I studied ethnic and linguistic groupings in school before I—" He paused.

"Before you joined the army, isn't that what you were going to say?" Amira asked, not even looking at him. An uncomfortable pause settled over them. Ororo looked over at Sooraya, hoping that she might provide a line of conversation that wasn't so potentially explosive. She paused when she saw that Sooraya hadn't touched her food.

"Sooraya, you're not eating anything, is everything all right?" Ororo asked. Sooraya shook her head. She picked up her plate and started to head back to her room.

"Sooraya? Usually we eat together." Ororo chastised her. Sooraya shook her head again.

"I cannot eat here. I would have to remove my hood." She explained.

"Then do it, we won't mind." Ray shrugged.

"I…cannot. I cannot show my face in mixed company." Sooraya explained.

"I'll go with you." Amira said. "For some reason, the quality of the company around here has gone down." She pointedly didn't look in Gilaad's general direction. Naomi looked at Professor Xavier.

"Can I go too?" Xavier tried not to sigh.

"If you wish." He hadn't even finished when Naomi bounded after Sooraya and Amira.

"So much for togetherness." Logan grumbled.

&&&

"Thank you for dining with me." Sooraya told Amira as she shut the door to their room behind her and removed her hood.

"Believe me, it's no problem." Amira said, struggling to calm down. She exhaled. "Sorry for the scene. I guess that's not how you wanted to start your stay here."

"It is all right." Sooraya said. "For my part, I do look forward to rooming with a fellow Muslim. Being alone in one's faith is…difficult." Amira nodded.

"I understand. But I feel that I must be honest with you, I am not as…faithful as you in matters of religion." Amira admitted. "Additionally, I—" She paused and turned her head away. "—I'm bisexual. If you wish to change rooms, I'll understand." Sooraya placed her hand on Amira's.

"I would be happy—and honored—to be your roommate. "Would you care to join me for evening prayers?" Sooraya asked. Amira smiled.

"**I** would be honored." Naomi tugged on Sooraya's sleeve.

"Why do you cover yourself up?" Naomi asked innocently.

"Because I like the modesty it affords me." Sooraya answered gently, stroking Naomi's cheek.

"But you're pretty!" Naomi protested, bringing a blush to Sooraya's face.

". Naomi," Amira said to her little 'sister.' "Why don't you go downstairs and do some karaoke with Penny?"

"Yipee!" Naomi whooped. "_Lord almighty I feel my temperature rising, higher and higher it's burning through to my soul! Baby baby baby you're gonna set me on fire!_" She sang as she trotted out.

"Remind me to thank Peter for letting her listen to Elvis." Amira said as she shook her head. "Shall we?" She said to Sooraya.

"Yes."

Amira and Sooraya headed to the bathroom for ritual ablutions, washing their faces, heads, arms and legs with water before heading back to Amira's room and setting up the prayer mats. Prostrating themselves in the direction of Mecca, the Holy Muslim City, their heads touching the floor, they began to pray.

"_La ilaha il Allah, Muhammad -ur-Rasul-Allah."_ The girls chanted. "There is no god but Allah and Muhammad is his Prophet."

As Amira prayed with a companion for the first time in years she felt for the first time…content in her faith.

Unfortunately the knowledge of an Israeli soldier living with her in the Institute dampened the good feelings she felt.

Amira tried to tell herself that she could simply avoid him and the trouble he brought with him. Somehow, she couldn't make herself believe it.

&&&

**Coming up next time…Slumber Party time! Beware!**


	20. Chapter 20

&&&

"You know Chuck most people would realize that having an Israeli and a Palestinian living together would be a bad idea." Logan commented later when the faculty had a meeting.

"We couldn't turn either of them away and you know it." Ororo reminded him. "Besides, it provides an ideal chance for the students to learn about conflict-resolution and dealing with the sort of difficulties that will arrive in the quest for human-mutant peace."

"'Ro, I think you're aiming your sights a little high if your aiming to achieve Israeli-Palestinian peace here." Logan argued. "We haven't had much luck with solving conflicts at all…just look at us and the Misfits!"

"I'd say its even odds which one gets resolved last." Hanks sighed.

"I'm not trying to achieve a Middle East peace here, just to find a way for two people to get along." Ororo countered.

"How long do you think it'll be before we start getting hate mail for having a couple of Muslims living with us?" Warren asked. "We're already accused of being terrorists enough as it is."

"Considering the amount of hate mail we get already a little more isn't going to matter." Logan snorted.

"I don't know if it's right to think of Gilaad and Amira as our guinea pigs." Jean said, Scott nodding in agreement. "In any event, while we should try to foster good relations between everyone here I think it would be best if we minimized formal time together in classes or practice sessions. If they're going to interact, let it be at a time and place of their own choosing, or at least with the others."

"For now, I believe that to be our best option." Xavier agreed. "Before we forget we should call Tabitha and Rahne and let them know that we have new students with us."

"Should we cancel the Exchange Program?" Hank asked. Xavier shook his head.

"I have a…different idea."

&&&

"We've got new people at the Institute?" Rahne asked Althea after she got off the phone.

"Cool!" Tabby said. "Too bad we weren't there to greet them."

"That's debatable." Althea winced. "But since we don't want to call off the exchange program or deny you two the chance to meet the newbies, the powers that be decided that we should go have a sleep over at the Institute!"

"Cool!" Tabby repeated. "Maybe I'll get to spend some _quality_ time with my Sammy!"

"Don't hold your breathe." Althea told her. "You'll get to see him, but it's going to be a girls night in. The guys are going camping."

"Why's that?"

"Well, Sooraya's a bit sheltered and really isn't comfortable around guys. And since she can't even take her burqa off if there are any guys around, we figure that the best way to make her comfortable was to kick them out for a night so we can get to know each other. Ororo and Cover Girl will chaperone."

"What happens if they guys try to crash the party?" Rahne asked. Althea grinned.

"Amira made it quite clear what she would do to anyone guy who violated her new roommate's honor. I wont go into details but it involves a tub of warm marmalade, a scythe, their—ahem—most treasured body part, and a fire." Rahne and Tabitha's eyes widened.

"I knew I liked that girl." Tabby whistled in approval. "I'll have to remember that one."

"How could you forget it?" Rahne shuddered. "When should we head over?"

"The boys will meet each other in the woods at around seven. We'll teleport over to the Mansion around then."

"Dare I ask what you've got planned for this party?" Rahne asked with a quirked brow.

"You'll see." Althea grinned.

&&&

As the X-Girls were setting up movies, snacks, and sleeping bags in the living room, the female Misfits made their appearance.

"Here we are!" Althea as she Wanda, Angelica, Spyder, Trinity, Rahne, Tabby, and Cover Girl arrived.

"Oh brother, I guess we better get this out of the way." Jean groaned. "Sooraya these are the Misfits. Or as we like to think of them, The Plague God Didn't Unleash On Egypt."

"Ha ha ha," Althea dead-panned. "Very funny. Nice to see you again Sooraya."

"Likewise." Sooraya dipped her head.

"I've missed you guys so much!" Lina said as she hurried over to greet her teammates.

"Same here." Althea said as she gave Lina a hug. "How've things been here?"

"Um, same old I guess." Lina said avoiding her recent abduction by the Monarch. "You?"

"Pretty crazy." Althea shrugged then her face fell a little. "Still a little sad that Arcade left."

"I know I feel the same way." Lina sighed. While there hadn't been a lot of time for the Misfits to keep Lina up to date on everything that had happened (and vice versa) Arcade's leaving was something that they had to let Lina know about.

"Well, for tonight at least the object is to have fun and welcome Sooraya to our little family of psychopaths." Tabby said, trying to inject some high spirits. "So what's first for the evening?"

"I think a little trip to the beach is in order." Althea grinned. "Everything ready girls?"

"You betcha!" Trinity said.

"Beach? But it's winter!" Cover Girl protested.

"Not where we're going." Althea said.

"We told you girls that you're not to leave the Institute." Ororo reminded her. Althea grinned.

"And we won't. Just get dressed for the beach and I'll explain."

As everyone got ready for their planned time at the beach, Sooraya expressed some…hesitations about the bathing suits the others offered her.

"I do not believe I can wear any of these." Sooraya said from the inside of her room. The others waited outside. Althea looked at Amira, who merely shrugged at the unasked question. Amira had less of an issue in putting on a bathing suit but then Amira was a much more secular person than Sooraya.

"Sure you can't dress down for a bit? We got rid of the boys." Althea said as she knocked on Sooraya's door. She was dressed in a two-piece bathing suit and the other girls were all in swimwear of one type or another.

"If you say so…" Sooraya said hesitantly. When she came outside she wasn't wearing her burqa, but neither was she in a bathing suit. She was still dressed rather conservatively in a long skirt and long-sleeved t-shirt.

Still, it was a better look at their newest arrival than the others have had before. Her hair was black and long, her face was a tan brown, like most people from Central Asia. She had a kind face.

"Wow." Kitty blinked. "You like, look totally nice! Why do you bother with the burqa?"

"I like the modesty it affords me as well as the protection if offers." Sooraya answered yet again. "I would prefer to be judged based on who I am, not how I look."

"Okay everyone, let's hit the beach!" Althea said as she lead them to…the Danger Room? Everyone looked at each other in confusion as Althea opened the door.

"I can't believe you reprogrammed the Danger Room like this." Jean blinked as she walked inside where she was greeted by a warm, beautiful beach scene. The ceiling was a bright, cloudless sunny sky, the floor warm sand and lapping waves. There was even a breeze.

"Beach party!" Tabby whooped as she bolted for the beach chairs set up on the sand.

"Amazing." Rahne said as she took in the sights.

"Come on furtop." Tabby said as she tugged on Rahne's arm. "Let's go! Let's soak up some sun."

Rahne shook her off. "You go sunbathe if you want. I think I'm going to get some exercise here on the sand."

"Suit yourself." Tabby shrugged as she rushed to join Angelica, Amara, Jubilee, Rina, and Jean as they sat sunbathing, either on beach towels or chairs.

Wanda, Rogue and Betsy sat under a beach umbrella listening to music and talking. Dead Girl sat with them, occasionally tossing sand at any seagull that came too close to her. Seagulls are often attracted to carrion, as Dead Girl unfortunately discovered.

Naomi was gleefully swimming in the ocean—as a dolphin of course—and was giving Penny a ride. Penny was normally too heavy to be able to swim, but between Naomi and the floatation devices she was wearing, Penny was safe enough. Paige was tossing a beach ball in the water with Trinity. Lina was with them, playing and supervising at the same time. She was the semi-official life guard. Danielle and Kitty were having a splash war.

"What sort of exercise did you have in mind?" Althea asked Rahne. Rahne held up a Frisbee. "I see. Do you want to catch it in your hands or in your mouth?"

Rahne made a face as she threw the Frisbee. "Very funny."

"Sorry, couldn't resist." Althea grinned as she caught it. "So, what do you think of life as a Misfit?"

"More craziness than what I'm used to," Rahne admitted. "But you guys are all right…except Pietro. He replaced my favorite cereal with kibble again and made a stupid remark about my breast size."

"Ah, that WOULD explain why Pietro had to go to the infirmary and couldn't sit down all day." Althea nodded. "So it's been a worthwhile experience?"

"Not counting being stark naked in the mess hall? Yeah." Rahne grumbled.

"Hey now, like Pietro said you really couldn't **see** anything…you were splattered with food. And it's not like you're the only one this happened to. Kitty was naked in a movie theater, Angelica was naked when Lance rescued her, Wanda was caught topless in a pool, Jean flew around in her underwear at Rogue's birthday party…heck nearly all the boys have been caught naked at one point or another." Althea smirked. "It's no big deal. Just laugh and shrug it off. It's what I'd do."

"Just laugh and—" Rahne smirked as an evil thought crossed her mind. "Hey Althea, did you remember to put on sunscreen?"

"We all did. Didn't you?"

"Oh yes, I did. I used my favorite brand." Rahne grinned as she started turning wolf. "**Coppertone**!"

"Hey what're you—" Althea demanded as Rahne—in her wolf form—latched onto the back of her swim suit with her teeth and started pulling. "**HEY**!" Althea shouted as Rahne tore the bottom piece off and started to run away with it. "Rahne! Come back here with my bathing suit!" Althea demanded as she ran off after her.

Amira and Sooraya were sitting by themselves a short distance away under another beach umbrella and watched the ocean.

"I've never seen the ocean before." Sooraya said wondrously. Amira nodded.

"I used to be able to go down to the beaches in the Gaza Strip before…" Her throat constricted. "Before," She repeated. Sooraya placed her hand on top of Amira's.

"I am sorry." Sooraya whispered. Amira had told her the night before about how her family was killed by Israelis.

"I can't live here with him." Amira whispered. "I just can't."

"Forgive me, but you were a Hellion for a time were you not?" Sooraya knew full well that she was. Sooraya had recognized her from the attack on Sky High.

"It's not the same thing." Amira insisted. "I was tricked into becoming a Hellion and am sorry for everything I did. But if you asked him I bet you he wouldn't apologize for what he and his have done. He's **proud** that he was in the Israeli army. You can see it in the way he wears that IDF badge. And Israelis who admit that they've done wrong—that they've oppressed and humiliated my people for decades—are rarer than gold." Amira shook her head. "And soldiers are even less likely to admit that they carried out evil orders in service of a wicked cause. How can I live with someone like that?"

"May I tell you something?" Sooraya asked. Amira nodded.

"Of course."

"If you will forgive my impertinence, I believe I may have a comparable situation." Sooraya said. "While you were changing, I had a few words with the girl called Rina or X-23. She correctly guessed my nationality and my religion instantly. I said that she was correct and commented that I did not know she was familiar with my home." Sooraya kept her gaze unblinkingly on Amira. "She said 'Yes, I have killed in Afghanistan.' " Sooraya quoted.

Amira turned pale. "I-I didn't know." She said her voice ashen. "What did you do?"

"I told her that I was sorry." Sooraya answered softly. "Sorry for her victims, for me, and for her." Amira looked astonished. "I know our situations are not the same, but you do not **know** what—if anything—Gilaad has done or if he feels pride or remorse for it. It is not right for you to judge him out of hand. Remember what the Hundred and Seventh Verse of the Twenty-First Sura of the Quran says."

"We sent thee not but as a mercy for all creatures." Amira instantly recited from memory. Sooraya nodded.

"Just as the Prophet Muhammad, Peace Be Unto Him, was _Ar Rahmatu al-mozjah_, the mercy presented by Allah to mankind, we must also be merciful—even during our pursuit of justice for our peoples."

"You speak like a _qadi al-Islam_." Amira said respectfully.

"I am no judge." Sooraya said bashfully, looking away. "I merely believe that Gilaad deserves the benefit of the doubt, just as the others here have granted that to me despite what those who claim to act in the name of our faith have done to their country." Amira looked down. "Besides," Sooraya added. "You love Naomi and she is lonely here, away from other people from her country. If you remain mad at Gilaad, then poor Naomi will be caught between her adoptive sister and the one person here from her own culture. A most difficult choice to put her through." Amira sighed.

"For Naomi's sake, I'll try not to start anything with him. I can make no promises. But I will try."

"_Inshallah_. That is all anyone can ask." Sooraya answered.

"**GIVE ME BACK MY BATHING SUIT**!" Althea shouted as Rahne ran past Sooraya and Amira, still clutching the bottom of Althea's bathing suit in her mouth. Althea ran past not far after her. "I AM GOING TO SUMMON SUCH A TIDALWAVE THAT YOU'LL SMELL LIKE WET DOG FOR A **MONTH**!"

"What in the world—?" Sooraya blinked. "What's going on?"

"Just as Allah is merciful, he is also kind." Amira smiled dreamily as she rested her face in her palm as she watched Althea—sans the bottom of her two-piece—chase Rahne across the beach.

&&&

**A/N: The Slumber Party Continues!**


	21. Chapter 21

&&&

Eventually, the chase wore down. Rahne—giving into her canine instincts—buried Althea's bathing suit somewhere in the sand forcing Althea to wrap a towel around her waist—to Amira's great disappointment.

"Well that was interesting." Wanda commented as Althea sat down next to her on the beach.

"I can't believe I was naked and my Toddles didn't see it! What a waste!" Althea grumbled.

"You are a **very** weird person..." Wanda sighed.(&) "Who would've guessed that we'd rub off on Rahne that much?"

"I guess it's a sign the exchange program is working," Althea noted. Rahne had turned back into a human and dashed into the water after burying Althea's suit. Althea thought about making a wave strong enough to knock Rahne's clothes off, but thought better of it.

"Dare I ask how you'll get Rahne back for this?" Wanda asked her.

"You'll see." Althea smiled.

"I really hate it when you say that." Wanda groaned.

In the ocean, Rahne was swimming with Lina as they made sure the younger girls didn't get into trouble.

"So how do you like living here at the Institute?" Rahne asked Lina as Trinity pretended to be mermaids and swam with Naomi.

"It's nice here. Although…it could be my imagination but it seems like the boys have taken a bit of a shine to me." Lina mumbled in embarrassment.

"No! Say it isn't so!" Rahne protested in mock horror. "Not you! How dare they find you as attractive, nice, and smart as you actually are?!" Lina blushed.

"You—you really think so?" She asked.

"I've only been saying it for as long as you've been here." Amira agreed as she joined them. "In a totally platonic way, in case you're wondering."

"I'm not. I know you're a one woman girl." Lina blinked as the strangeness of what she said hit her. Rahne and Lina looked at each other. Both knew that Amira was helplessly head over heels for Althea, as she had told them both. However, practically everyone else in both the X-Men and the Misfits had figured it out on their own, except ironically, Althea.

"By the way Rahne, thanks. I owe you." Amira smiled.

"Uh, sure." Rahne looked at her askance. "That wasn't what I had in mind when I—"

"Well I'm not complaining anyway." Amira grinned dopily. "But why did you—?" Rahne sighed.

"Might as well tell you." She blushed as she started to explain what happened with the Coyote. "—So there I was stark naked, liberally covered with food on a table in the Mess Hall. I have never been so embarrassed **in** **my** **life**." She moaned, beet red as she finished. Amira laughed but not in a mean or teasing way.

"That's almost as bad as what happened to poor Lina here." Amira said. "Or should I say, the near-Mrs. Monarch?"

"What?" Rahne asked in confusion. It was Lina's turn to blush as she explained how the Monarch kidnapped her to be his 'queen' and the skimpy outfit the guys saw her in. "—And that's when the guys broke down the door and saw me in an outfit Paris Hilton would've thought was slutty." Lina covered her face in mortification.

Amira snickered, partly in amusement partly in sympathy. "Some luck you girls have been having. Isn't the exchange program grand?"

"Oh shut up." Rahne grumbled as she splashed Amira. Amira splashed her back, accidentally getting Lina. From there a huge splash war started between the three of them, one that was abruptly ended when a playful Naomi leapt out of the water and splashed all three of them with her tail.

"Should've known that was going to happen." Amira said as she idly spat seawater out of her mouth and brushed her hair out of her face.

"I think I got seaweed in my hair." Lina said as she shook her head.

"Among other places." Rahne groaned as she pulled some out of her bathing suit.

"Okay girls." Ororo called from the Danger Room's Control Center. "Pack it in. It's getting late." There was some groaning but the girls got out of the water and off the beaches and into the locker room to shower and change.

"Like, I never been to the beach at ten o'clock!" Kitty said. "Or changed from a bathing suit to pajamas!"

"This was a great idea Althea." Rogue said as they went into the shower. A few of them cast a few glances at Amira. She hung back, knowing full well that her presence with them in the showers would disturb most of the girls there.

"I'll wait until you girls are done." She mumbled as she looked at the floor.

"That's not right." Althea said with a furrowed brow and whirled on the X-Girls. "That's no way to treat a teammate!"

"Please, don't cause a scene." Amira said. "Not for me."

"Yes for you! It isn't right!" Althea insisted before turning back to argue with the others, not seeing the grateful look Amira gave her, which read far more into Althea's kindness than was actually there.

"Look, why don't we just take showers in shifts? There aren't enough for all of us to go at once anyway." Jean suggested. Not seeing any way out of the situation, the girls agreed. The X-Girls went first and Sooraya, Rahne, Tabby, Rogue, Amira and the Misfit girls went second. Ororo and Cover Girl had already taken the younger girls—Trinity, Spyder, Paige, and Naomi—into one of the bathrooms to make sure that they did in fact take a shower instead of tamper with the pipes (Trinity having once done this and flooded the X-Mansion for the fun of it).

"Thank you for standing up for me." Amira said to Althea as the second group showered. Althea shrugged.

"It isn't right for people to automatically ostracize someone who doesn't share their sexuality. I mean really, what do they think you're going to do? Jump their bones?" Althea snorted.

"What do you think about my being bi?" Amira asked.

"I have no problem with it." Althea shrugged and turned away, leaving Amira to draw her own meaning from Althea's answer. "I'm going to get dressed and help set up for what's next."

Amira sighed happily, lost in daydreams as the others finished showering, changed and headed out.

Wanda meanwhile stopped Althea outside the door of the locker room. "So this is your revenge scheme?" She asked as Althea took a bundle of clothes out with her after she got dressed.

"Steal Rahne's pajamas? Yeah," Althea smirked. "Turnabout's fair play."

"Not like we ever really cared about fair play before." Wadna shrugged. "Just don't come crying to me if this ends up biting you on the rear…and knowing Rahne's wolf form it just **might**."

"And I'm a ninja. Pretty even odds I'd say." Althea shrugged as she carried the bundle down stairs where the others were waiting.

"So what's next for tonight?" Betsy asked as the girls sat around

"Just a few special movies. " Althea grinned. "If you ladies are up for it."

"Please," Kitty snorted. "I don't think there's anything we can't han—OH MY GOD!" She shrieked. The others turned to stare at the source of Kitty's shriek. It was Amira, her hair still dripping from the shower and completely naked.

"I think someone has something of mine." Amira said archly as she tapped her foot impatiently in the doorway, not put off in the slightest by her own state of undress.

"Why the hell are you naked?" "What's wrong with you?" "My eyes!" Several girls shouted.

"What's going on—hoo boy!" Rahne exclaimed as she headed downstairs. "You go to your room to get your pillow for one minute and see what you miss."

"Um…are those your pajamas Rahne?" Althea asked Rahne.

"Yes…"

"Heh heh, oops." Althea winced as she held out what she now realized where Amira's pajamas. "Sorry." She said as she gave Amira's night clothes back.

"I might have guessed." Amira said with a bemused smile as she climbed into her clothes.

Jubilee scratched her head in confusion. "Sooraya covers herself up entirely and you don't cover yourself at all! Why are you so different? I mean I know all people aren't the same just because they have the same religion," she added hastily. "But still!" Amira shrugged again.

"With no disrespect to Sooraya or any of my coreligionists," She said nodding to Sooraya. "My exposure to Vladimir and other radical thinkers led me to examine my faith in a new way.

"I fervently believe that there is no God but Allah and Muhammad is his Prophet…but though Prophet Muhammad, Peace Be Unto Him, was a prophet from Allah, he was still only a man. He was not a God nor a son of God or any such nonsense. His views were those of a Seventh Century man in a very backwards, traditionalist society. This is a Twenty-First Century world. What is appropriate then may not be appropriate now.

"Just as Christianity and Judaism changed during Industrialization and the Enlightenment, I feel that Islam can do so as well without losing the fundamental principles upon which it is based. This realization, coupled with my experiences back home with anti-woman, anti-gay, and anti-mutant sentiments wrapped up in 'fundamentalist' Islam, has encouraged me to explore myself and my sexuality with more freedom than I previously enjoyed." Amira concluded.

"That's all well and good but like, why didn't you grab a towel or something when you came down?" Kitty groaned. Amira shrugged.

"Because it felt nice. Besides it's just my body. All anyone here could do is to look anyway."

"What do you think Sooraya?" Betsy asked.

"Amira's faithfulness to Islam is not in doubt, even if I find some of her actions, ah, extravagant. Nevertheless, I do not seek to cast judgment on others and ask in turn that others do not judge me."

"Fair enough." Althea shrugged. "Who's up for a movie?"

"What sort of movies?" Jean asked. Althea nodded to Trinity.

"You know how there's that magical device, the Pevensie? It's used to collect and watch memories from an outside perspective? Well we thought we'd invent a device to do that so we could watch and show others our own memories—and others—as a movie!" Brittany explained.

"And we've used it to extrapolate memories and experiences from the Misfits and the X-Men!" Quinn added. "Think of it as an episode of 'This Is Your Life!' We can even adjust it to watch from a third-person view or from the perspective of the person whose memories we're viewing!"

"We call it the _Telepathic Projector 1000_!" Daria eagerly piped up.

"As fun as this sounds; this sounds a lot like you just went around stealing peoples' memories without permission." Jean noted.

"I don't see how the one contradicts the other." Brittany blinked.

"Come on, it's just a harmless look at stuff we've already done. Besides it's not like we don't go around videotaping everything anyway." Althea rationalized. "Think of it as an orientation showing for the newbies! With snacks!"

"Go ahead." Jean sighed. "Just keep it clean."

"Hey look! Those are some of the Brotherhood's pranks on Kelly!" Rogue pointed as a very angry—and gum covered—Edward Kelly appeared on the TV screen.

"And that's from us in Mojoworld!" Wanda moaned as another scene came up.

"Oh man and that's from the Snark invasion last Christmas!" Jean winced.

"What's with the robot Santas?" Amira wondered.

"Don't ask." Dead Girl shook her head. "Just don't ask. Anyone want Doritos?"

"Oh my god and there's the guys mooning Donald Trump from the Christmas before THAT!" Kitty yelped.

"I don't know about you, but I am SO glad I'm a Muslim right now!" Amira said to Sooraya as they watched more Christmas mayhem. Sooraya nodded as she watched a Santa being blasted out of the sky by the Institute's lasers.

"This sort of thing never happens during Ramadan." Sooraya blinked.

"I like Christmas!" Rina said. "Christmas is good…"

"Oh hey here's us fighting the wolves! Oh, sorry Rahne." Althea winced.

"It's okay." Rahne sighed. "I can't believe those mutts almost got me to leave the Institute!"

"Hey it's no worse than that blond bimbo bitch Frost tricking me into attacking the Misfits." Amira comforted her. "Hey, here it is now!"

"The Telepathic Projector reads thoughts, well, telepathically so if you think of something happening strongly enough, it'll show up." Brittany explained.

"But don't worry, if you don't want something to be shown then it won't. We don't need to see anyone in the shower or whatever."

"Speak for yourself." Althea practically purred.

"Oh man I almost forgot how annoying those guys were!" Wanda said as she watched the Omega Hellions—drunk on B.A.s' Coffee—trash the Pit.

"Yeah…I miss those guys." Amira sniffed sadly. Naomi gave her a hug.

"Don't be sad…"

"Thanks sweety." Amira said thankfully as she rubbed her head. Naomi closed her eyes in concentration. Amira laughed as an appearance of several dolphins swimming in a tank. "Hey, this is the time you went to Aquarium and swam with the other dolphins!"

"Hey is that Emma Frost in the front row?" Jean asked.

"The one that got soaking wet when the dolphins dove back in the water? Oh yeah." Amira smirked.

"Look! Here's a scene from when we fought Apocalypse!" Tabby said as she munched on some popcorn.

"Still want to know what you're getting into?" Angelica asked Amira and Sooraya.

"And here's Jean and Scott going all out on Mr. Sinister! Ooh man it looks like that hurts!" Amara commented.

"Good!" Jean said.

"Here's something from the Pit." Dani noted as she took a drink of soda when the scenes switched again. "Isn't that a cup of B.A.s coffee?"

"Oh no…" Wanda winced as she knew what's coming next.

"Wow!" Amira said her eyes wide as she saw the effect the coffee had on the Misfits. "I've got to get some of that in the morning!"

The girls spent the next hour and a half watching these 'home movies' until Ororo and Cover Girl came in.

"Girls, time for bed!"

"Awww…" The girls groaned.

"I guess we might as well get into our sleeping bags and—hey! Where are our sleeping bags?" Jean wondered.

"Um, during one of the home movies we got bored and decided to try and see if we could sew them together in order to make a giant trampoline." Quinn said.

"But it kind of got rolled into a ball and was launched out of a catapult and—" Brittany started. Jean just held up a hand to stop her.

"Forget I asked. Now what do we do?"

"Well since we knew you'd be mad, we thought we'd make it up to you and built this!" Daria said as she held up a small cube.

"What's that?" Althea asked.

"Just stand back and watch." Quinn said.

"That's generally good advice whenever you three and involved." Wanda noted as the girls got out of the way. Daria tossed the cube in the middle of floor and it unfolded and expanded into a gigantic fold out bed.

"Ta da!" Brittany said. "The Instant Giant Porta Bed!"

"You expect us to all sleep in a giant bed?" Kitty asked in disbelief.

"The boys used to do it over at the Brotherhood House." Tabby shrugged. "Besides, our sleeping bags are probably rolling down some street in Bayville by now."

"Fine," Kitty sighed. The girls got their blankets and climbed onto the giant bed. They took climbed onto whatever spot they wanted. Penny crawled onto the corner of the bed and curled up like a giant cat. Trinity huddled together under one blanket not far from the center of the bed, probably in order to prank someone later.

Amira stretched languidly and said her evening prayers with Sooraya before climbing into bed.

"'Night Sooraya." Amira said.

"Goodnight Amira."

Goodnight girls." Cover Girl said as she and Ororo went upstairs.

"Goodnight." The girls called back. As Amira put her head down on the pillow she spied Althea lying down not far away from her. Slowly, Amira shifted her way closer and closer to her. Finally, when Amira was just half a foot away from the object of her desire—Naomi leaped on her.

"OOF!" Amira grunted as Naomi sat on her chest. "You've got to cut back on the fishes kiddo."

"Can I sleep with you?" Naomi asked as she hugged Amira. "Pleeeease?"

"Sounds like you have company." Althea said as she turned over, seeing Amira and Naomi. Amira shrugged.

"She gets lonely sometimes." Althea smiled.

"The triplets used to do the same thing with me after my mother left." She explained. Looking at Naomi she asked, "Do you want a snuggle?" The eight-year old girl nodded and crawled in between the two older girls.

"I used to do this with my mommy and daddy before—" Naomi sniffed when she thought about the parents who kicked her out when they discovered she was a mutant.

"Awww, you're a sweet kid." Althea said as she gave her a hug.

"Yes," Amira said as she also hugged Naomi…and Althea in the bargain. "_I owe the kid big time for this…_" Amira thought. "Tomorrow, do you want pancakes?" Naomi nodded eagerly. "You got it!"

"Let's just go to bed." Althea yawned as she closed her eyes.

"Yeah." Amira smiled happily as she laid down next to her adopted kid sister…and next to girl of her infatuations. A delighted smile crossed her eyes as she went to sleep; her last waking thought was, "**_YES_**!"

&&&

**(&) Taken from Red Witch's last review because it sums up what I was going to have Althea say better than I ever could.**


	22. Chapter 22

&&&

"This isn't fair." Bobby moaned. "The girls get to have the Mansion all to themselves while we have to rough it out here in the wilderness!"

"Bobby, we're twenty minutes from the Mansion." Sam sighed. "And we're hardly roughing it."

"Quiet! I can't get my portable TV to work!" Fred snapped.

"Anyone want smores?" Pyro asked. "Because I was about to—"

"**Get away from the fire!**" Everyone shouted at him.

"Fine! I can take a hint!"

"Since when?" Bobby scoffed.

"Where are the adults?" Xi asked.

"They had to drive Hank into town so he could go to the bathroom. Apparently he can't bring himself to go outdoors." Kurt answered. "I think the others went with him for a beer run."

"That's kind of ironic." Pietro snerked. "A big hairy man can't bring himself to go outdoors. What kind of man does that?"

"This from the guy who wears more makeup than all of the girls put together." Roberto pointed out.

"He's got a point." Lance admitted as he toasted a marshmallow over the campfire. Fred sat across from him with a tree branch covered in marshmallows. "Fred!"

"What? I'm hungry!"

"Someone alert the media." Remy said sarcastically.

"They'll have to alert the paramedics if you don't pipe down!" Shane warned from his sleeping bag. "I hate the outdoors! I'm from L.A.!"

"I'm from T.A. Tel Aviv." Gilaad sighed. "I never cared much for camping either."

"Me either." Doug gulped as he peeked out of his sleeping bag and looked around. "You don't think there are any wild animals out here in the woods, do you?"

"Why no, I expect the woods are full of nice **domestic** animals." Jesse groaned. "Doug you really are a wuss!"

"This from the kid who shorts out all the lights whenever someone says boo." Ray snickered.

"We already have a toad, a lizard, an albino hummingbird, an elephant, and a dragon with us." Tim noted as he pointed at Todd, Xi, Pietro, Fred, and Lockheed. "What're a few more dumb animals going to do? YEOWCH!" He yelped as Lockheed breathed flame at his backside.

"Are all your gatherings like this?" Gilaad asked.

"Oh yeah." Sam sighed. "Definitely."

"Who wants to here some ghost stories?" Todd asked as he leaped up and down on his sleeping bag, occasionally snagging a bug attracted to the camp fire out of the airs. "I want to hear some ghost stories!"

"You're going to **be** a ghost if you don't quit it!" Scott growled.

"Story! Story! Story!" Todd, Xi, Fred, Pietro, and Jamie chanted.

"Oh for the love of…" Lance groaned. "Fine! Here's a story! Once upon a time there were some idiots. They got eaten by wolves and became ghosts. The end!"

"I want a real story!" Todd whined.

"Ghost stories are lame." Everett said. "Except when Dead Girl tells them, and even then it's more like listening to a biography than a story."

"Wouldn't it be cool to meet a real ghost?" Jamie asked.

"Well one time, my Great Uncle…" Fred started.

"No! The Blob's stories are scarier than any ghost story." Remy groaned.

"Tell it! Tell it!" Todd exclaimed. Fred cleared his throat.

"Well, before I was born, my Great Uncle Robert Dukes used to love crawling into boxes when he was a boy. Not the brightest bulb in the family, he often got himself locked into crates or shipped to the post office. Bet he loved it. But one day one neighbor who got sick of having Uncle Robert burst out of his crates locked him in a box and shipped him to Abu Dhabi. No one ever saw him again."

"But my Grandma told me that if you say his name three times and think about boxes, Uncle Robert's ghost will appear!"

"If thinking is required then I guess there's no point in asking if anyone in your family has actually ever seen him." Pietro snorted.

"Let's give it a try!" Todd said.

"This is lame!" Tim groaned.

"Maybe but if it makes Todd calm down for a while, I'll do it." Lance sighed as everyone started holding hands.

"Now, say Uncle Robert's name three times—" Fred reminded everyone. "And think of boxes!"

"Robert Dukes. Robert Dukes. Robert Dukes." Everyone repeated three times. Everyone looked around. Nothing.

"Well, I feel ridiculous." Remy announced as he let go. "Let's just go to bed and **ahhhh**—" He screamed as he saw a blue ghost hovering before him.

"Beware!" A dimwitted, heavy-set ghost in coveralls and a cap said as he waved his arms in what was supposed to be a frightening gesture. Key words: Supposed to. "I am the Box Ghost! Beware!"

"IEEEEEE!" Pietro shrieked. "It's a ghost!"

"Uncle Robert?" Fred blinked.

"Get him!" Scott said as he fired an optic blast at—rather, through—the Box Ghost and felled a tree.

"After him!" Gambit shouted as he charged up a card and threw it.

As the adults returned in the X-Van, they were confronted with an impossible sight. Half the boys were chasing a floating blue ghost and vainly trying to blast him and only succeeded in starting a few fires and knocking down some trees. The other half buried themselves in their sleeping bags.

"I do believe in ghosts! I do believe in ghosts! I do! I do!" Doug screamed as he cowered inside his sleeping bag.

"I'd ask what was going on, but I don't really want to know." Xavier groaned.

"All in favor of getting back in the van and getting drunk say aye." Shipwreck proposed.

"AYE!" The adults agreed unanimously. As they climbed back into the van they heard a whistling sound that seemed to grow louder and louder.

"What is that?" Warren asked as he poked his head out of the window and looked up. The others followed suit.

"It looks like a…giant ball of sleeping bags?" Logan asked in disbelief as it fell closer and closer.

"Yipes." Hank winced.

"This is going to hurt." Spirit groaned as the ball landed on them.

"Beware!" The Box Ghost shouted as he flew through the night. "Beware!"

&&&


	23. Chapter 23

&&&

"We should attack!" Donald Pierce insisted in the Inner Circle.

"Did you suddenly become the stupidest man ever?" Emma asked. "I have to ask do you practice being a fool Donald or does it simply come naturally?"

"Send your Hellions after them and destroy them!" Pierce demanded.

"If I've told you once I've told you a hundred times." Emma growled. "I am opposed to rushed attacks ordered on the spur of the moment. Careful planning is needed. Furthermore, I am **also** opposed to any attack on the X-Men and Misfits when they are together. Attacking them both only binds them closer together when the key to their destruction lies in dividing and conquering!"

"They're divided now!" Pierce shouted. "My spies in the Bayville police reported that half of the X-Men and Misfits are out camping. The rest must be back at the Institute. We should strike now!"

Emma threw up her hands in frustration. "I am tired of your whining and acting like an arm-chair general! If you feel so confident that they can be defeated so easily, then do it yourself Pierce! I will not send my Hellions out on a fool's errand, emphasis on the 'fool.' "

"Why you—" Pierce snarled.

"ENOUGH!" Vandal Savage boomed, silencing all discussion and arguments in the Inner Circle. "Now then…" He said in a calmer, colder tone of voice. "The White Queen has made an excellent point Pierce." Savage intoned. "You have constantly criticized and complained about the plans and attempts of the other members of the Inner Circle while making none yourself. It is about time you started pulling your own weight. You demand that the Misfits and X-Men be destroyed? Then by all means…do it Pierce. Succeed and your stock will rise in the Inner Circle. Fail…" There was no need to finish.

"Fine!" Pierce snapped. "My Reavers and I will take care of them myself! Then you'll see that mutant powers aren't all you make them out to be!"

&&&

"Now…explain this to me again." Cover Girl said as the spoke on the phone. "How exactly did you all end up in jail…**again**?"

It was about six thirty the next morning. A phone call had woken up the girls. When Cover Girl picked up the phone, Roadblock was on the line…calling from the Bayville police station.

"You mean to tell me that the guys knocked down some trees while **chasing a ghost**? What kind of ridiculous story is that? Oh, you said it's a ghost of one of Fred's relatives? Now it makes a little more sense…but not much. Look, Storm's already on her way with the bail money. She'll get you out of this. Why isn't Xavier calling? Oh, he's drunk? Let me guess Shipwreck? Yeah you're right, it went without saying…well just keep him from rolling over any guards' feet until Storm brings you guys home. I'll tell the girls…see you soon. Bye."

"Okay, listen up ladies!" Cover Girl said as she marched into the Living Room where the girls were in the process of getting up. "The boys got themselves in jail again. You know what this means?"

"Blackmail time?" Wanda asked.

"Besides that. It means that we're going to have a bunch of hungry, tired guys here in a little bit, so it's time to make breakfast!"

"Pancakes! Pancakes!" Naomi, Spyder, and Trinity chanted as they jumped around in a circle. Penny made happy noises. Cover Girl smiled.

"All right, pancakes it is." She said to much cheering from the younger girls. "I'll get started on our pancakes. Jean, Lina, Althea, you girls help. Kitty, why don't you get started on the guy's pancakes?"

"Um, Cover Girl—" Rogue gulped. "Please think about what you just said." Cover Girl grinned wickedly.

"I did."

"Ah, additional punishment." Wanda nodded in understanding.

"Wasn't jail enough?" Angelica winced as Kitty headed into the kitchen.

"Nope."

&&&

Amira and Sooraya meanwhile were already up with the sun for dawn prayers and had just finished breakfast in their room and had started talking about home, family and had just moved onto more current events.

"So what did you think of the sleepover?" Amira asked Sooraya.

"It was…most enjoyable." Sooraya said. "I enjoyed getting to know the others. They seem pleasant."

"Wait until they're all together." Amira rolled her eyes. "Then you may have to revise that sentiment a bit."

"You seem unwontedly cynical." Sooraya noted.

"I thought I've been wontedly cynical." Amira replied. "Haven't I earned the right?"

"Maybe if you tried giving people a chance you would find that they are better than you believe them to be."

"We'll see." Amira said skeptically as the two of them made their way downstairs.

"Nice of you to join us." Pietro snorted as Sooraya and Amira came down to the breakfast table. Since they were both up earlier than the others for their morning prayers the two of them had breakfast earlier as well but they still joined the others at the table when they ate.

That way Sooraya could keep the others company while they ate and not seem as if she was deliberately shunning the company of the others—her burqa made it impossible for her to eat with it on and her religious convictions made it impossible for her to be seen without it in mixed company.

"Well, it is said, Pietro, that the civilized person seeks out good and intelligent company, so that, through learned discourse, they may rise above the savage and closer to Allah." Sooraya said as she took a seat.

"That is well said." Xavier complemented as they sat down. Pietro preened.

"Why, thank you!"

"Personally, I like to start the day with a total dickhead to remind me I'm best." Amira snorted as she shot Pietro a glance. He physically deflated.

"Amira!" Ororo chastised her.

"Who, like, wants second helpings?" Kitty asked as she came out with another plate full of pancakes.

"Please no more!" Lance moaned. "We're dying here!"

"I think you boys can all have one more pancake." Cover Girl grinned.

"Haven't we been punished enough?" Hank whined.

"That's what I said." Angelica noted.

Suddenly the phone rang. "I'll get it." Jean said as she got up.

"So are you guys going to go back to the Pit?" Doug asked.

"Maybe later." Spirit grimaced as he held his stomach. "After we…get over Kitty's pancakes."

"Hey everyone!" Jean shouted as she rushed back in. "That was Jake Wildfire on the phone and he invited us to watch him and his brother wrestle!"

"Oh, great," Amira snorted. "I'd rather have a Danger Room session."

"Come on, it'll be fun!" Jubilee said. "Let's go!"

"You girls go." Warran grimaced. "We can't go anywhere with Kitty's pancakes poisoning us."

"Hey!" Kitty exclaimed.

"I'd voice an objection but I'm in too much pain to think straight." Xavier groaned. "You girls go enjoy yourselves."

"I'll go too." Scott winced. "I better make sure the Wildfires don't pull anything. I only had two of Kitty's pancakes anyway."

"Same here." Gilaad added as he stood up.

"Lucky." Bobby moaned.

"There's no way your going to get me go along to put up with those idiotic—" Amira snapped.

"I always liked wrestling." Amira heard Althea comment to Rogue.

"—I'll come with you." Amira continued not missing a beat.

&&&

"Here we are!" Cover Girl said as the Mass Device transported them to a wrestling arena near Boston.

"I can't believe I'm back here again." Amira muttered. Her memories of Boston were tainted with the knowledge that it was Emma Frost's hometown and not far from the location of the Massachusetts Academy; neither of which stirred pleasant memories with her.

"Hey relax we're here to have fun!" Tabby whooped as the girls made their way towards the stage. Jake and Kyle Wildfire were waiting for them.

"Look who showed up." Kyle snickered. "The Girl Scouts? Now wait, they don't look tough enough to be girl scouts."

"Go to hell, _yebnen kelp_." Amira cursed in Arabic. Even without knowing just what she called him, Kyle glared at her.

"Please, we didn't come here to fight." Lina said as she got between them.

"Actually, since this is a wrestling arena…" Wanda pointed out. Kyle spat on the floor near Lina's feet.

"I see you brought the bug fairy pacifist with you." Then he noticed Sooraya. "What the hell is with this jabroni? Do you want to start something coming here like that?"

"I do not like violence." Sooraya stated. Kyle sneered.

"Figures. Just how many cowards are with you people? And why are you wearing that garbage bag anyway? Are you afraid to show your face or are you just plain ugly?" Amira tapped him on the shoulder. "Yeah, what?" Amira's reply was a right hook to Kyle's right eye.

"I wish I could say I didn't see that coming," Jake Wildfire sighed. "Kyle you've got to learn to watch your mouth."

"She'd be better off watching my fists!" Kyle bellowed as he tried to leap at Amira, only to be held back by his brother.

"Look, we invited you guys here to watch some wrestling. Why don't we do that and forget the bickering." Jake suggested. "Come on Kyle, why don't you burn off some of that excess energy of yours?" Still grumbling, Kyle made his way into the ring and started wrestling with his brother. The others watched a couple of practice rounds between them. Things were going smoothly until after one round where Amira said to Jake:

"I know that it isn't easy," She said. "And you do it very well. But it doesn't have a lot to do with fighting."

"What've you got against wrestling jabroni?" Kyle demanded angrily. As usual it didn't take much effort for Kyle to get under Amira's skin.

"I don't know. Something about a pair of hot, sweaty guys in tight spandex and masks trying to grab and hold each other…seems kinda gay." Amira smirked. "Not to mention fake."

"RAARRGH!" Kyle snarled as he leapt at her, only his brother and Scott were able to hold him back again. Barely. "Let me at her! She insulted wrestling!"

"I know." Jake sighed. He didn't care for Amira maligning the sport he and his father excelled in, but knew it was ignorance—and a loathing of Kyle—that motivated it. "Okay, Missy. You think it's all staged, do you? All right, then. Get into the ring, and I'll show you how to work a match."

"What? Let **me** pound her face in!" Kyle demanded.

"You're not interested in demonstrating wrestling." Jake frowned at him. "You just want to get in there and hurt her. Not happening." Kyle crossed his arms and grumbled like a child denied a snack.

"Sorry, but I'd hate to get all the girls on my team mad at me if I bruised your pretty little face." Amira said without malice. "Besides I'm not dumb enough to let my ego drag me into a contest I'm not familiar with."

"It would be hard to make it an even match." Jake admitted.

"That's too bad." Althea sighed. "I would've liked to see you two wrestle."

"Out of my way!" Amira said as she quickly scrambled up into the ring. Jake rolled his eyes at the display, though not in a condescending way. He recognized a crush when he saw it.

"Shall we?" Jake asked with a grin as he prepared himself for the match. Amira was put off for a moment by his confidence and his smooth moves.

"_No_," she told herself. "_You've got nothing to fear. Combat isn't a sport. You've done it for real. He does it for show_."

But maybe the advantage wasn't hers she realized belatedly. He was used to sparring, to launching attacks without deadly intent. She's wasn't.

He gave her a big old grin as he launched himself at her.

Amira's training wasn't in wrestling, in grappling and holds but in a flighty, more maneuverable and precision oriented type of combat. She remembered her training at the Massachusetts Academy and with Synthoids when she was with Cobra. She practiced attacking joints and pressure points with punches and kicks, breaking bones and snapping necks—or whatever passed for them on a Synthoid.

Fortunately she'd never had to do that to a living human being. But the fact remained that the way she was trained to fight and the way Jake was trained were simply too different for her style to be of much use here. And as she realized early, when she fought it was with the intent to do harm. Fighting for sport…that she didn't know how to do. Even her spars with Althea didn't prepare her for that.

Jake started off by grabbing Amira's arm and flinging her into the ropes and then tried to catch her with a flying clothesline. Amira avoided it easily, bending underneath his arm as if it were merely a stationary limbo stick.

She swept her leg out and knocked Jake's out from under him. Jake landed with a whuff. "You're just full of surprises." He said as he got back up and rushed at Amira, grabbed an arm and threw Amira over his shoulder. "But then, so am I."

Amira landed hard on her backside. She didn't know whether or not wrestling was real but one thing was for sure: Jake was a fighter.

As she was getting up, Jake came around from behind and got her in a full nelson. "Gotcha!"

"Not. Quite!" Amira grunted as she twisted and contorted and wiggled her way free. Jake looked surprised at her ability to get out of the hold. She leapt up and balanced herself on the top rope.

"Nice." Jake nodded. Amira jumped off the rope and tried to land on Jake but he darted out of the way and tried to body slam her. Amira rolled out of the way though. Now that they had gotten an idea of each others' talents and styles the match became that much more grueling.

But Jake was the one with the advantage, he'd been wrestling since he could walk and Amira's confidence had been shaky since the start, all the more so when it became apparent just how talented Jake was. As Napoleon once said "The moral is to the physical as three is to one."

Amira attempted to make a grab for Jake's arm but slipped on the now sweat-slicked floor. She landed hard. Jake came up from behind her, hauled her up and placed an arm across her throat, pinning her arms in between them. Amira grunted. He had her and he knew it. He gave her than grin again. Boyish and infuriating. "We can call it a draw." He offered magnanimously.

Amira twitched her arm and moved her hand. He went rigid, the looked slowly down to see the tip of a 100-mm hideout knife pressed against his groin.

"When it's for real," she said, "it's never a draw." She turned the knife aside and drove it five millimeters into his thigh, just enough to break the skin.

&&&

After Amira stabbed Jake Wildfire, all hell broke loose. Jake went wide eyed and let Amira go, more in shock than in pain. Kyle leapt into the ring intent on killing Amira which he probably would have if Rogue hadn't used her super strength to restrain him.

Amira got up out of the ring and strode outside, not speaking to or talking to anyone. She wouldn't even meet their eyes.

She kept her face impassive as she walked outside and made her way out back to the empty parking lot. She took a deep breath and promptly threw up in a garbage can.

"Mind if I ask what that was all about?" Lina asked from behind Amira as she finished heaving.

"The throwing up or the stabbing?"

"Um, either really." Lina answered. "Are you all right?"

"If I were, would I be throwing up?" Amira groaned as she hawked and spat. "Nrrrrgh. I guess I'm just disgusted with myself." Lina looked at her in confusion, prompting her to continue. "I wasn't always a bitch you know."

"You aren't a—"

"Yes I am." Amira said firmly. "Don't try to deny it. But I wasn't always this way…after my family was—after I lost my family, I adopted an attitude for survival that you have to do what you have to in order to survive."

"That the ends justify the means?" Lina asked incredulously but was surprised when Amira nodded in agreement.

"Yes. They can sometimes, anyway. Look, long story short I don't believe in fair play or honor or chivalry or any of that crap; especially considering that it's considered okay to kill people in the name of honor if they transgress some archaic code of conduct. At any rate, playing by the rules when the rules—and the odds—are stacked against you is asking to get yourself killed. If the only way to win, the only way to **survive**, is to fight dirty, to cheat…then fine. And damn anyone who gets in a snit over it."

"Okay, I understand that." Lina said, though she didn't say a word about agreeing with it. "But then, why stab Jake in a game?"

"I don't know…I guess maybe I was jealous. I had to becomes this…this foul bitch in order to live while he gets to fight and be all pure and honorable and damn innocent. I doubt he'd stay that innocent if he had my childhood. And I guess I felt 'obligated' to show him what real life was like. So he wouldn't be so damn innocent…"

"And more like you? So you wouldn't feel that you were this strange monster that no one else understood?" Lina guessed shrewdly. Amira nodded and turned away. "Honey, you're not a monster. Yes, you had a rougher past than most of the others but that doesn't mean that you have to be alone. Look at Rina!"

"I just feel…so ashamed of what I've become sometimes." Amira sniffed. "But it doesn't feel wrong…I wish I were wrong but I'm not. I'm just sorry that I felt like I had to make everyone…like me."

"Amira?" Amira and Lina turned around to see Jake heading towards them, favoring his injured leg.

"I'm…I'm so sorry." Amira choked out, her eyes wet.

"It's okay. No real harm done; except maybe to my brother's blood pressure." Jake shot her that same innocent boy grin. "Remind me not to get on your bad side."

"I am **so** sorry." Amira sighed again. "I shouldn't have gotten so involved in just a game."

" 'Just a game?' " Jake raised a questioning eye-brow. "Talk like that started this whole mess."

"You're right, sorry. You're a sweet guy…and a great fighter." Amira admitted. "If you were a girl I'd drag you into the sack in a minute."

"Thanks, I-uh, huh?" Jake asked in disbelief, a vein over his eye twitching.

"I think you broke him." Lina blinked as he stood their gabbing.

"There's more than one way to fight." Amira smirked as she left.

&&&

"We're in position sir." A Reaver reported to Donald Pierce. Pierce looked at the monitor, displaying the wrestling arena in Boston. He smiled grimly. Not only would he do what Emma failed to do, he would do it right in her own backyard!

"All units advance." Pierce ordered. "And destroy the mutants!"

&&&

**A/N: Jake Wildfire and Kyle Wildfire belong to L1701E, thanks for letting me use them! I don't know a lot about wrestling so don't get on my case if I didn't use a lot of proper terms or whatnot.**


	24. Chapter 24

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Amira's day was already down in the tubes. Scott and Ororo had reamed her even owning a knife, let alone using it. When they demanded that she hand it over to them, that just started another argument where Scott threatened grounding, washing the X-Jet, and extra Danger Room assignments and Amira threatened to leave.

Ororo accused her of acting like a Hellion. Amira accused her of projecting her nephew's faults on her and made a rather nasty comment about "Let she who has never attempted to electrocute someone cast the first stone!"

The argument broke up when Jean, Althea, Lina, and Sooraya intervened as peacekeepers and separated them. Amira stormed off to be by herself for a while. Her friends; Althea, Rogue, Sooraya, Lina, and Rahne knew enough to give her some space and the others were too terrified to try bothering her.

Most of them, anyway.

"Sanctimonious, moralizing…" Amira cursed under her breath as she angrily paced back and forth outside.

"That was some fight." Amira didn't bother turning around to see who was disturbing here.

"And I'd suppose you'd be the expert." Amira growled, still not looking at him, hoping he'd take the hint.

"I've had a doozy or two in my time, as the Americans might say." Gilaad shrugged. "Stabbing that guy wasn't smart, but I think I understand why you felt that you had to show that limiting yourself is a bad idea."

"If this is some kind of Zionist rationale for why tossing out the Geneva Conventions in order to bomb, starve, and enslave my people I'm **really** not interested!"

"It's not." Gilaad snapped angrily. He took a deep breath. "I'm not talking about—that. I'm talking about more basic struggles. Good versus Evil."

"So we are talking about my people and yours?" Amira asked. "Sorry, couldn't resist. Go on." Gilaad was holding onto his temper with both hands by this point.

"I admit, I haven't been with the X-Men as long as you have but I have noticed that they're well…a little naïve."

"A little?" Amira snorted. "They wouldn't recognize reality if it bit them in the—"

"I'm not arguing." Gilaad sighed. "But—let's be honest. I'm not thrilled to find you already living at the Institute and if I'd known I might have thought twice about coming. Nothing I can do about that now, though."

"So long as we're being perfectly honest, let me make one thing clear right off the bat: I don't like your country, I don't like what it stands for, and I don't like you." Amira stated.

"I'll just have to cope somehow." Gilaad snorted sarcastically. "Seeing as how much **your** opinion means and all. But look, we don't like each other, our peoples don't like each other fine. I can deal with that. But for better and worse I'm the only one here who has a chance in hell of understanding how you think."

"Many Israelis think they understand how my people think." Amira snapped. "The next one that's right will be the first one. But do go on." Gilaad continued.

"The X-Men and the Misfits think…I don't know what they think really. Sometimes I think that they see themselves as something in between a peacekeeping force and a new civil rights movement. But the lofty ideals behind them about mutant-human coexistence can't sustain them in fights where—in order to succeed, in order to survive—they'll have to do things that are totally against their grain and their beliefs."

"Only in fables and stories do the pure and righteous fight the forces of evil and remain unaffected. Scott and Ororo are so wrapped up in Xavier's dream that they don't really think about just how human-mutant peace is going to be achieved…if it can be achieved at all.

"They need to learn something about the brutal nature of fighting evil. It is not for the pure to fight evil. It takes its toll. It demands a…darkness of the soul, if you will. Fire must be met with fire. We can't become what we fight…but we can't shrink back from doing what we have to either. That's what you were trying to show them, though doing it in a game was **totally** out of line. But that's where people like you and me come in. We're the ones who have to do the dirty jobs no one else can, because they **can't** do it. They'll hate us, curse us, call us as bad as their enemies…but in the end, they'll need us. Even if they can't recognize it or admit it."

"But even so, it might not be such a great idea to shove their faces in it." Gilaad finished. "Think on that for a while." With that, Gilaad turned and left Amira alone again.

"Great. My **one** supporter is a fricking Israeli. What else can go wrong today?" Amira groaned. A sudden explosion answered her. She whirled around to see it originated in the wrestling arena. "Oh wait, I'm a Palestinian." Amira groaned as she ran back. "And a mutant. Something else can **always** go wrong!"

&&&

**Next time! Heeeeere's Donald!**


	25. Chapter 25

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The explosion Amira witnessed knocked the X-Girls and Misfits off their feet.

"What the hell—?" Rogue started to ask as a squad of men in green uniforms with heavy duty weaponry and robotic parts rushed in.

"Whoever they are, they've made a tremendous mistake in coming here." Ororo said as she took to the air, her eyes glowing.

One of the invading Reavers aimed his weapon at her and fired. A bright yellow beam struck Ororo in the chest. With a cry she plummeted to the ground.

"Why you filthy—" Rogue growled as flew at them. One of the Reavers adjusted his weapon and fired. Instead of a single narrow beam, a wide arc was fired. It continued to expand until it filled the entire arena.

Rogue fell out of the sky. "Dammit!" She cursed as she pulled herself off the ground. "That hurt! Waitaminute," Rogue asked as she looked at scraped and bruised arms. "That **hurts**. I'm supposed to be invulnerable!"

"I've got a bad feeling about this." Althea winced as she tried to summon water from the sprinkler system. Nothing happened. Scott put a hand up to his visor to blast them with similar non-results.

"I can't hear them." Dead Girl said as she looked around. "I can't here the dead anymore!"

"Power disruptor." Donald Pierce grinned as he strode in. "Picked it up from Intergang. Costly, but so worth the effort; let's see how good you freaks are when you no longer have your powers for the next few hours."

"There's nothing mutant about these." Rina growled as she unsheathed her claws. Then she winced and let out a groan, slowly sinking to one knee.

"Perhaps." Pierce raised an eyebrow. "But now you have no healing system to prevent it from hurting when you do that; or to stop the bleeding." He was right. Rina was bleeding from the wounds opened up when her claws came out. Pierce grinned. "For that matter, no healing factor means that the Adamantium in your body is poisoning your systems. You'll be dead in a day or two anyway. Not that you'd live that long in any case."

"This is bad." Angelica gulped. Althea took out her nunchuks.

"I don't need powers to kick your sorry tail." She warned him. Pierce yawned extravagantly.

"Really? One girl with sticks against two dozen men with guns. I doubt it. And even if you could—" Pierce's grin turned predatory. "What about the rest of your friends? What do they bring to the party? What's to stop me from simply filling them full of lead?" Althea hesitated. There was no way she could get over to Pierce and his men before they fired. And even if she managed to avoid getting shot, the others would get hit. They were out in the open. Pierce had them over a barrel.

"Finally!" Pierce enthused. "I'll finally show those fools in the Inner Circle that mutants aren't the pinnacle of evolution! Without your powers you're no better than anyone else! Even less, since you've let your powers become a crutch. I know what my colleagues in the Circle say, oh yes I do. They think I'm a weak nobody because I can't control minds or shoot lasers from my head. But you know what? In less than five minutes **I **have done what Emma Frost, the Hellions, Cobra, and the rest have failed to do. And when **I** am done here with you ladies, I'll do the same thing to your boyfriends at the Institute. My colleagues will then name me, White King and one day—**I** will by the Lord Imperial. And then **I**—"

"I, I, I. Do you **ever** stop talking about yourself?" Amira snorted as she walked in the wrestling arena through the hole the Reavers blew. "And I thought Frosty the White Witch had ego issues."

"Well well, the last of the Omega Hellions." Pierce smirked. "I'll have to mention to Frost that I cleaned up her mess for her."

"You better get used to cleaning up, because when we're through with you Donny, the only thing the other Hellfart Club members will let you do is scrub toilets." Pierce went red.

"Shoot her!" The Reavers opened fire with submachine guns. Amira leaped, ducked, and twisted out of the way of the bullets.

"This is easier than playing Dance Dance Revolution." Amira smirked. She plucked her knife from its sheath and hurled it at the Reavers. Pierce shrieked shrilly and ducked. After a moment of cringing cowardly on the ground, Pierce got up and patted himself, trying to make sure he didn't have a knife protruding from anyplace unwanted.

"You missed, bitch!"

"Wasn't aiming for you," Amira pointed. Pierce turned behind him. The Power Disruptor gun crackled with electricity as Amira's knife stuck out of its energy source. The Reaver holding it tossed it aside right before it exploded. "Aww, did I break your little toy?"

"**Kill them all!**" Pierce shrieked. The Reavers raised their guns. Amira leapt out of the way. As the Reavers tried to shoot her, the others took the chance to break for cover behind rubble and seats.

"Now what do we do?" Kitty shouted as bullets cracked all around them. "Like, we're helpless!"

"Speak for yourself." Gilaad snorted as he pulled a gun from a holster hidden under his arm and opened fire on the Reavers.

"You have a **_gun_**?" Ororo gaped in horror and disbelief.

"I was a soldier." Gilaad shrugged as his bullets took out the treads of one Reaver whose lower body was replaced by a tank-like body.

"We're X-Men! We don't use guns." Scott snapped. Gilaad looked at him in disbelief.

"Yeah, cause guns are **so **muchmoredangerous than anything you guys can do." He said sarcastically as he fired again. "Sorry I can't fart thunderbolts or laserblasts, so I'll have to use something else in order to live through a firefight!"

"How'd you learn to shoot? Aiming for the heads of children?" Amira asked as she took cover with the others and started flinging rocks and other bits of debris at the Reavers. Her enhanced muscle control gave her superior hand-eye coordination and added some force to her throw, as one Reaver found out the hard way as a rock smashed into his face.

"How'd you learn to throw stuff? By chucking rocks at soldiers?" Gilaad shouted back as he shot another Reaver.

"As a matter of fact…**yes**!" Amira shouted back.

"Terrorist!" Gilaad spat.

"Tyrant!" Amira replied.

"Can you two give it a rest?" Scott groaned.

"**_SHUT UP!_**" Amira and Gilaad snapped. After a few minutes the Reavers guns started to 'click' signifying they were out of ammo.

"Now!" Althea shouted as the X-Men and Misfits rushed the Reavers before they could reload.

"The Thunderbolt is through hiding from you jabronis!" Kyle roared as he flattened one Reaver with a powerhouse punch to the jaw. "I don't need my powers to smack you down!"

"Hiya!" Althea shouted as she kicked another Reaver in the face. Amira imitated her in doing the same to another Reaver. Amira's style of fighting was less like martial arts and more acrobatic, like those of Kim Possible or Harley Quinn.

"Watch out!" Rahne shouted to Amira as one Reaver got a bead on her. Amira turned around and ended up staring down the barrel of a gun. She gulped and mentally said the _Shahada_.

Kyle grabbed the Reaver from behind in a suplex and flipped him over. "Take that jabroni!"

"You—you saved me?" Amira asked in disbelief. Kyle shrugged gruffly.

"You may be a crazy, psycho-bitch, but I'm not gonna let anyone pound your face in…except me."

"Gee thanks." Amira drawled. Kyle hurled himself at another Reaver who was trying to sneak up on Kitty.

As the battle turned against him Pierce decided to handle things from a distance. As he turned to runaway, Amira tackled him from behind.

"Leaving so soon Donny boy?" Amira asked. Pierce tried to blast her with a hold out gun imbedded in his robotic arm. She ducked and grabbed Pierce's arm and pulled with all her strength. While she had only a little enhanced strength, it was enough to tear off Pierce's robotic arm.

"YAAAH!" Pierce shrieked as he grasped at the sparking stump of his robotic arm.

"Count yourself lucky I didn't do that to your real hand. Now unless you want me to jam this," Amira held up Pierce's severed arm which oddly enough, was clenched into a fist except for his middle finger. "In a **very** unpleasant place, I suggest you leave: **Now**."

Pierce ran. The Reavers followed him, save for a handful that were unconscious or—in the case of the ones Gilaad shot—dead.

"I can't believe it." Ororo trembled as she stood over a dead Reaver. "You—you **killed** them."

"They were shooting at us." Gilaad pointed out. "We had no powers or abilities to take them down without deadly force. It was them or us. Frankly, I'd prefer us."

"You have no business owning one of those!" Ororo said in something close to a shriek.

"It's perfectly legal! Both in Israel and here!" Gilaad shot back. "And your powers are more dangerous than a bazooka!"

"It's not the same thing!" Ororo protested.

"The hell it isn't!"

"Enough!" Althea said. "We don't have time for this, and frankly Storm, I have to agree with Gilaad. But in any case, we have more immediate issues."

"What do we like, say when the police show up?" Kitty asked as she turned green and looked away from the dead Reavers.

"Say that diamonds are a cop's best friend." Amira said suddenly. As everyone looked at her, she continued. "I once heard Monet bragging about how she got out of trouble in Boston by saying that to the cops. Boston is Emma Frost's town. The cops won't touch her or anyone who claims a connection to her."

"Joy." Rogue said as she rolled her eyes.

"Come on let's get back to the Institute." Scott groaned. "The Professor's not going to like this."

&&&

**A/N: I almost forgot, part of the spiel about the nature of battling evil was taken from a comic strip by D.C. Simpson. Just thought I'd put that in for copyright purposes.**

**The female X-Men and Misfits endured Pierce's assault, but what else does the Hellfire Club have in store for them? Find out next time!**


	26. Chapter 26

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The Professor steepled his fingers together. "I am extremely displeased with how you handled yourselves." He said to Amira and Gilaad in his study, the other instructors were present.

"My apologies for not letting myself get killed." Gilaad said deadpan. Amira snorted.

"Your levity doesn't do you credit. Three men are dead and six more are in the hospital because of you." Hank pointed out.

"Hey!" Amira protested. "Don't give him **all** the credit. Some of those guys in the hospital are there because **I** hit them in the face chunks of concrete! Keep your facts straight."

"Your behavior—both of you—is simply unacceptable. You cannot keep those weapons."

"I'll turn over my gun when you all agree to start wearing mutant suppressing collars whenever we're not in a battle." Gilaad returned. "You lot are more dangerous than my gun any day. Any one of you are."

"To say nothing of my knives." Amira said in a surprising agreement. "My powers make me great at defense but I can't really stop a Sentinel or a super-strong mutant by kicking it. I needed **something** to help defend myself with. Pure defense is inferior to a combination of defense and offense. But even with my daggers, any one of you is more dangerous than a dozen of me."

"It isn't the same thing—" Ororo started to say.

"Who electrocutes a certain sailor on a regular basis because he keeps hitting on her?" Amira asked rhetorically.

"He asked for it!" Ororo shouted.

"So did the Reavers!" Amira shot back. "If Shipwreck deserves all the crap you put him through, then armed men trying to **kill us** certainly warrants that we defend ourselves! Especially when our so called teachers," She glared at Scott and Ororo. "Certainly as hell weren't up to the task!"

"That's not fair!" Scott protested. Amira laughed like a loon.

"You expect life to be **fair**? You must have had a pretty f—ing privileged life indeed."

"Watch your language!" Jean chastised her. Amira didn't even bother replying to Jean. "Normally, I'd be the last person in the world to want a trigger-happy Israeli to have a weapon but given how much use those two were in a fight when their powers are gone—" Amira jerked a thumb over at Scott and Ororo. "I'd have to say to let him keep it."

"We weren't anticipating Pierce to attack us, much less to neutralize our powers!" Ororo said. Amira threw up her hands in frustration.

"You're. The. Freaking. **X-Men**! Did you guys somehow not notice this? You should always anticipate getting attacked because you **always** are! It's frigging ridiculous! You guys get attacked on a more regular basis than freaking Lebanon."

"Ha ha." Gilaad drawled. "Funny."

"My point is." Amira drove on. "That given how often you get attacked its sheer stupidity that you don't prepare yourselves for all contingencies! Without your powers most of you are liabilities in a fight! Heck, given all the enemies you've got I'm surprised you don't take weapons with you into the shower and on the toilet!"

"The fundamental mission of the X-Men is peaceful." Xavier said after a deep-breath. "Wanton violence—"

"Is exactly what you train these kids for," Gilaad cut him off "Professor, you give the kids codenames, uniforms, you train them with flame throwers, lasers, drones, buzzsaws, obstacle courses and training more advanced and dangerous than most armies and their supervisor is a psychopath. No offense." He added to Logan.

"None taken." Logan grunted.

"The point is; you're just angry because we were violent with the same weapons everyone else uses, instead of the ones that you guys are born with."

"Mutants are **not** weapons. Our abilities are perfectly natural." Xavier said forcefully.

"So is the ability to make and use weaponry. Or do you really think it matters if someone gets killed by an optic blast instead of a bullet?" Gilaad challenged. "I'm sure the Reavers don't care."

"Or by adamantium claws instead of steel daggers?" Amira added. "Face it: you're being hypocritical. Our abilities don't have the same offensive capabilities most of you have, yet you'd have us putting on spandex and running around in a fight right along side you. I mean, why the hell do you keep throwing Doug Ramsey into fights? What do you expect him to do, translate just what the enemy is shouting as they try to kill him? It's a miracle that poor boy hasn't been **killed** by now."

"I can't defend myself in a fight with my powers, so I'm not giving up my gun." Gilaad said firmly.

"Just what is your ability anyway Mr. Cyptic?" Scott asked Gilaad. "You haven't been exactly forthcoming."

"Not my fault we keep getting thrown in jail or shot at!" Gilaad shot back. "You want to know? Fine," Gilaad ripped off the glove covering his right hand and his third eye in the middle of it. "My power is tied to this—" he pointed at his third eye. "When my power activated I was near the Wailing Wall. I brushed it with my hand and got a personal view of several thousand years of history and was in a coma for three weeks. I can read the past off any object I touch. I'm psychometric."

"Fascinating." Hank mumbled. As Gilaad stepped back to pick up the glove he dropped, his hand brushed up against Donald Pierce's robotic arm, which Amira held in her lap.

"Wow…I can see what Pierce has been up to and—" He shuddered. "This arm—or rather, the man it's been attached too—has done some pretty disgusting things. Why he even…" Gilaad trailed off and apparently stared into nothing.

"Gilaad?" Xavier asked as he wheeled himself over. "What is it?" Gilaad shook his head.

"I need to make a phone call." He said shaken, as he ran out.

"What was that about?" Ororo wondered.

"Why did you keep that thing anyway?" Warren asked Amira as he pointed to Pierce's arm. "A new chew toy for Penny?"

"Maybe. But I was thinking of mounting it on my wall." Amira grinned predatorily. "This will hopefully be the start of a collection I'll make out of various body parts of the Hellfire Club creeps. I'll end it with Emma Frost's fat head…on a **platter**."

"And people call me psychotic?" Logan wondered.

Gilaad meanwhile tore down the stairs and ran to the phone. Kitty was on it. "And, like I'll order two pairs of the boots and—"

"She'll call you back." Gilaad snapped as he tore the phone out of Kitty's hands and hung up. Then he started dialing.

"What is your problem?" Kitty demanded.

"A big one." Gilaad answered as he finished dialing. "Shut up." He waited for a minute. "Hello, mom? Are you at work? Good. Contact the Prime Minister and President immediately. I need to get in touch with the Justice League. **Now**."

&&&

**A/N: Just a reminder, Gilaad's mom is Gabrielle Haller, the Israeli Ambassador to Great Britain so she'd be in a position to call her government to forward Gilaad's request. Just FYI.**


	27. Chapter 27

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Gilaad sat down on the couch in the living room as he waited. The Misfits had gone back to the Pit, taking Rahne and Tabby back with them. Gilaad didn't particular care one way or the other. He had other things on his mind.

When he touched Pierce's robotic arm he saw flashes of the past. Meetings…plans…and people. He didn't recognize most of them but the one he did was enough to get him running for the Justice League: Lex Luthor. And while Gilaad may not have known what the Luthor connection was the rule of thumb remained: When Luthor is involved, call Superman.

"What's got you freaked Israeli?" Amira asked as she walked in. She'd argued enough with the adults for one day. She was looking for Forge to help her mount Pierce's arm in her room.

"Nothing to concern you with, Arab." Gilaad answered shortly. "I'm expecting someone." The doorbell rang. "If you'll excuse me…" Gilaad opened the door, only it wasn't Superman who was there.

"I need to talk to Xavier." Nick Fury, head of SHIELD growled. "Now." Xavier was already on his way down, along with the other adults.

"Colonel Fury," Xavier said as he came down the stairs. "To what do we owe the pleasure?"

"You know damn well why we're here Xavier, don't try to sugarcoat it." A woman standing beside Fury snapped.

"And you are Miss?" Xavier asked hand outstretched.

"Maria Hill, Deputy Director of SHIELD." She replied. When she didn't shake Xavier's hand, he slowly withdrew it.

"What the hell are you playing at Xavier?" Fury demanded. "There are three dead bodies in Boston and I'm holding you responsible!"

"It was an unfortunate outcome to an extreme situation not of our own making." Xavier said.

"If you're the all knowing spies that you say you are you would already know as much." Scott added. Fury grimaced.

"The only reason no one's getting arrested is because it was self-defense and no one's pressing charges…it is Emma Frost's town after all."

"Told you." Amira whispered to them.

"But I still want a word or two with the young man with the itchy trigger finger." Fury glowered.

"I'm afraid you will have to wait your turn." A woman said from behind Fury and Hill. They turned around to see a woman in a purple mask and uniform, with a black cape and a crossbow. With her was a man in a blue trench coat and fedora and no face.

"Oh no, not you two!" Fury groaned.

The Huntress and the Question.

The Justice League was here.

&&&

"What are you doing here?" Hill demanded.

"That is…the question." The Question said cryptically.

"We came for the guy who made the call." The Huntress elaborated. "We need to have a few words with him."

As the Huntress and the Question argued with Fury and Hill, the X-Men and Misfits watched from the doorway.

"Whoah…we got the Justice League right in our living room!" Sam goggled.

"Who's the guy with no face?" Bobby asked.

"That's the Question." Jamie said.

"I know that's why I asked. Who is he?"

"That's the Question." Jamie repeated.

"That's what I want to know! Do you know or not?"

"Yes!"

"Well who is he?"

"That's the Question!" Jamie practically shouted.

"That's why I asked you!" Bobby shouted back.

"For the love of Allah," Amira groaned. "His **name** IS the Question! **Idiot**!"

"Told you!" Jamie stuck his tongue out. Bobby was about to feebly try to defend himself when the front doors blew up.

Everyone was knocked down by the blast. Nick Fury shook his head as he got up. "What the hell is…uh-oh." He said as he looked at who stood in the doorway.

"Uh-oh is right." Sabertooth grinned as he flashed his claws.

"You've got a lot of guts coming here." Logan growled as he unsheathed his claws. "And they're about to have **these** jammed in them." Sabertooth grinned.

"I hear you losers have been having something of an exchange program. Well you're not the only one who's gotten to work with new and interesting people."

"Away!" Ororo shouted as took to the air, winds blowing. "Let the snow freeze your burning rage!" Suddenly, a bolt of lightning struck Ororo in the chest.

"Storm!" Xavier shouted. He looked at the source of lightning. It came from a metal tool in the hands of a man in a blue outfit, black gloves and a pair of green protective sunglasses.

"Your friend isn't the only one who can control the weather." The Weather Wizard smiled. Logan snarled and hurled himself at him, only to be tackled halfway by Sabertooth.

"Come on, let's help!" Ray shouted as he tried to shock the Weather Wizard, but his electrical attack was thwarted.

"Live Wire's here baby!" A blue-skinned woman with lightning-like hair in a black body suit shouted as she sent bolts of electricity back at the New Mutant.

"Chill out!" Bobby shouted as he tried to freeze Live Wire.

"That line is so old." Killer Frost snorted, exhaling a cold icy breath as she froze Bobby himself in a block of ice.

Amara tried to thaw Bobby out but was nearly barbecued by Volcana. "This is insane!" Amara shouted.

"You think you have problems?" Lina shouted as she flew around above their heads, pursued by Killer Moth. "Why do all the bug themed villains always come after **me**?"

"They've just got taste." Amira shrugged as she hurled a bit of debris at the oversized insect.

"Naughty naughty!" Amira turned around just in time to see the giant boxing glove smack her in the face. Shaking the stars from her eyes, she saw a grinning lunatic in white face paint and a red jumpsuit. Harley Quinn. "All the world loves a clown!" She smiled as she swung at Amira with a giant wooden mallet.

"Except **me**!" Amira shouted as she ducked and swept Harley off her feet with her legs.

"You yahoos better clear on out of here!" Rogue said as she flew to help the others. She was tackled out of the sky by a large man in purple. The Parasite grinned as he started absorbing Rogue's energy.

"How delicious. I'm going to enjoy draining you dry."

"You're…not…the only one…with…powers!" Rogue ground out as she ripped off her gloves and grabbed the Parasite. The two beings powers canceled each other's out and they were both hurled back.

"We could use some back up here!" Logan snarled as he rolled on the ground with Sabertooth, exchanging punches.

"Busy!" Warren shouted as the Vulture pursued him through the kitchen and around the chandelier.

"I must admit to being detained as well." Hank said as he grappled with a giant-brained white gorilla called the Ultra-Humanite.

Xavier put his hands on his head, trying to bring the attackers to heel telepathically, but found his efforts stymied. "How—"

"I believe I'm responsible for thwarting your pesky little efforts." Xavier's eyes widened in shock as a talking gorilla walked into his home. "You pathetic little sapiens," Grodd snorted. "A few mutations and you think you're the pinnacle of evolution. You humans are all alike. But mine is the superior intellect." Grodd focused and tried to psychically attack Xavier. Xavier, unused to dealing with minds like Grodd's found himself on the defensive.

Nick Fury and Maria Hill were firing shooting at the villains with no real effect. The Huntress was about to leap into the fight when she was held back by the Question.

"Q, what are you doing?"

"This isn't right. Something bigger is going on here."

"You **always** think that. If you worried that I'm going to get hurt, its sweet but I can—"

"Down!" Question shouted as she tackled the Huntress and Gilaad. The window burst open as two men leaped in.

"Who are these guys?" Amira asked as she put some distance between herself and Harley. For a girl who dressed like a clown, she was pretty tough.

"Deadshot and Bullseye. Paid assassins!" The Question said as he tackled them.

"They must be here after you." Huntress said to Gilaad as she armed her crossbow.

"How does it feel being the target of an assassination?" Amira asked him wryly.

"Let me get this straight…we're under assault by super-villains, two people are here to kill me and you still find time to make barbs about Israeli policy vis a vis your people?"

"Yep." Amira grinned.

"I hate my life." Gilaad groaned.

"I hate your life too." Amira agreed. "Glad to know it isn't just me."

"Terrorist!" Gilaad snapped at her.

"Tyrant!" Amira shot right back.

"This is getting too out of control." The Question determined as he slugged Deadshot in the face. "J'onn, get us out of here!" He called as he tapped his earpiece.

In a blink of an eye, the Question, Huntress, Fury, Hill, and the X-Men vanished.

&&&


	28. Chapter 28

&&&

"I think I left my stomach behind." Remy winced as he hugged his stomach as the transportation sequence ended.

"Where are we?" Jean asked as she looked around.

"…in the Watchtower." Amira said with large eyes. The X-Men looked around and found themselves among the greatest gathering of superheroes ever assembled.

It was an awe-filled moment. Fortunately such moments pass quickly.

"Blue Devil! Hellboy! Stop fighting! Etrigan! Spawn! That goes for you too!" Jon Stewart, the Green Lantern of Earth shouted.

"Aquaman! Namor! Don't make me separate you!" Wonder Woman shouted.

"Captain Marvel if you don't stop bugging me I swear I'm going to—" Superman threatened.

"Black Panther! Stop hitting on Vixen! She's **my** girlfriend!" Jon shouted.

"World's greatest heroes, huh?" Scott asked.

"You're one to talk." Amira pointed out.

"There is no way we're this bad." Scott objected.

"Scott," Jean sighed. "Two words: Tater tots." Scott looked down.

Nick Fury sighed and Maria Hill looked cross. "Terrific, just what I needed: A visit to the cape and cowl circus."

"We'll have you back at SHIELD headquarters in a minute." J'onn J'onzz, the Martian Manhunter said as he operated the control.

"By the way Ms. Hill, do tell Mrs. Waller that we said hello." The Question called right as the transport sequence started up. Hill looked surprised but disappeared before she could say anything.

"Now then, we need to have a few words with you Mr. Rotherot." J'onn said.

"We need to know everything you learned from Pierce's mind." Batman said as he appeared behind the X-Men, terrifying them. "**Everything**."

Gilaad gulped and started to wonder if this was such a good idea. Under the eyes of the Martian Manhunter and the Dark Knight, Amira almost felt sorry for Gilaad. **Almost**.

&&&

As Gilaad was being grilled, the other X-Men were allowed to check out the Watchtower, grab a bite at the commissary or get some workout down in the various gyms.

Most of the New Mutants headed down to the pool area. As they were heading in, Fire and Ice, better known as Beatriz Bonilla da Costa and Tora Olafsdotter were just heading out.

"Cousin Roberto?" Fire blinked as she saw him among the other New Mutants.

"Bea?" Roberto asked back as the older woman swung him up in a hug.

"Look at you!" She said as she held him. "The last time I saw you, you were just a kid! Now you're fighting bad guys!"

"You mean like my dad?" Roberto muttered. He was still angry at discovering that his father was a member of the Hellfire Club's Inner Circle.

"I know…I'm sorry sweety." Bea said as she hugged Roberto again. Ray snickered but was smacked upside the head by Amara.

"Wow…" Bobby said as he practically drooled over Ice. "I'm Dobby Brake and I'm meased to pleet you! I mean, um…" Ice smiled which was enough to make the boys—plus Amira—weak kneed. It was like the sun coming out from behind a cloud. She was just too damn cute.

"Boston Brand? Dead Man?" Dead Girl asked as she stared straight ahead at apparently nothing. "Wow, I've always wanted to meet you!"

"What—?" Sam asked.

"Don't ask." Bea sighed. "Just don't ask."

As the ghost and the zombie started talking, two of the League's more infamous members showed up.

"—I'm telling you Booster, no one will ever believe that we had to fight off a horde of pastel colored talking ponies! They'll think that we were just eating your Booster-Ohs again!" Blue Beetle complained.

"That's why we have to market the idea! If we get a movie going—" Booster Gold started to say.

"I can direct!" Jamie volunteered as he clapped his hands. "And be the extras."

"Whoa check it out Ted—I mean Beetle. We've got some fans here! Please please, no need to crowd around I'll be happy to give you all autographs."

"Cool! Maybe I can trade them in for autographs of Batman." Amira quipped. Booster pouted.

"Just because I'm not all dark and angsty doesn't mean I'm not a super-hero too!"

"That does seem to be the trend nowadays." Blue Beetle sighed. "It's always the dark types that get the most fans. Hey Booster, who am I? Hnn. Grr. I am vengeance! I am the night! I am the victim of poor socialization!"

"Uh, Beetle…" Booster winced as he pointed behind him. Beetle's face fell.

"Bats is standing right behind me, isn't he?" Beetle moaned.

"Yes." Batman growled as he glared at the League's resident clowns.

"Gotta go!" Booster gulped as he and Beetle ran off.

"That was a strangely out of body experience." Jubilee blinked.

&&&

Meanwhile, Scott, Jean and the older X-Men were visiting the control center of the Watchtower, going over the situation.

"Things have gotten more and more chaotic as of late." Mr. Terrific commented,

"Considering all the nutjobs who tangle with us—especially as of late—I can sympathize." Scott commented.

"The situation is much larger than you realize." Mr Terrific elaborated as his fingers flew over the control console. "Over the past few months, there has been an increasing trend of cooperation and coordination between villains who have had no prior dealings with one another." As he spoke, images taken from security cameras flashed on screen for the X-Men's benefit.

"Two months ago, Slade led an attack that freed the inmates at Arkham Asylum. Last month the Teen Titans were attacked by the Metabreed and your old friends the Hellions defeated the New Warriors."

"Frost." Amira growled. She should know. She helped free the Metabreed and deliver them into Emma Frost's hands.

"She's also undoubtedly responsible for the raids the HIVE Academy students have launched on Dakota City and Middleton, directed at Static and Kim Possible."

"In another incident, Mr. Freeze, Solomon Grundy, Mysterio, and Madam Rouge—formerly of the Brotherhood of Evil—attacked the Fantastic Four. Since its New York, we can assume that the orders originated with Wilson Fisk, despite the different rogue's gallery."

"Just last week, the Sinister Six raided the Avengers," J'onn spoke up. "We suspect Norman Osborne may have been involved as the Green Goblin also put in an appearance."

"I can't believe all this has happened." Scott blinked.

"Happened? Son this is going on as we speak—" Jon Stewart pointed at the various monitors. In each one a battle was taking place between a member of the Justice League and a super-villain.

The Shade and Ebon of the Metabreed were fighting Cloak and Dagger in New York City, Johnny Rancid was battling Kid Razor in Cleveland, and The Creeper and The Joker were going at it in Gotham City.

There were more: the Atomic Skull fighting Captain Atom, Bane battling the Hulk, Goliath duking it out with Giganta, and—most confusingly—Dr. Light fighting Dr. Light. The former was a most capable female member of the Justice League while the latter was an incompetent villain who often plagued the Teen Titans. The identical names were a sort of running jokes among the Leaguers.

"The number of attacks and thefts are considerable and the battles—whether we win or lose—cause considerable damage. We are lucky that there haven't been any casualties either among our ranks or among innocent bystanders. But we have been unable to apprehend any of the villains for questioning."

"How is this all happening?" Scott asked in amazement.

"That's what we hope your teammate will be able to tell us." Jon said.

&&&

"Is this one of the men you saw?" Batman asked Gilaad as J'onn scanned his mind.

"No."

"Is this?"

"No."

"What about him?" Gilaad shook his head.

"No."

"So far we've identified virtually the entire Inner Circle of the Hellfire Club, plus several other prominent members." Batman said, his eyes narrowing. "But I find it strange that you have no memory of just who is in charge of the Hellfire Club—their Lord Imperial."

"From what I can determine, whoever it is has managed to cloak himself—or herself—from the minds of his subordinates. While they know who the Lord Imperial is, anyone scanning their memories will not be able to see him or her."

"That speaks to either incredibly advanced mental powers, technology, or magic; if not more than one of the above." Batman said. "Still we have enough to go on for now. Sooner or later the Lord Imperial will reveal himself."

&&&

A short while later, after Batman and J'onn were done shifting through Gilaad's memories, they assembled in the conference room with the rest of the X-Men and the Big Seven—as the founders of the Justice League were known—plus the Question who started the report by talking about the origins of the Hellfire Club.

"The Hellfire Club originated sometime in the mid-Seventeen Hundreds." The Question reported. "It used to have chapters in North America, Europe, and Asia. But when their new Lord Imperial—whoever it is—came to power, he united the chapters to form one enlarged Inner Circle more resembling that of an actual chess board. There is one king, one queen, two knights, two rooks, and two bishops of each color, plus several pawns."

"And I thought the Royal Flush gang stuck to a theme." Flash quipped. "How many villains can base themselves on a game anyway? It's getting so that soon we'll find ourselves up against the Yahtzee Crew or the Monopoly Mob." He withered when Batman sent a patented Bat-Glare at him. "Nevermind." The Question continued.

"When the combined, enlarged Inner Circle was formed, several prominent members who held seats in the lesser chapter Inner Circles found themselves downsized. Thus there has been a struggle by those who lost power to regain it and those who gained power to hold onto it. There are alliances and truces formed and broken at will among the various competing members of the Hellfire Club. Only the best become part of the Inner Circle."

"It's a power struggle." Amira realized, her eyes narrowing.

"So what we're seeing is a bunch of villains organizing and directing strikes against heroes in the hopes of earning enough brownie points to become a chess piece?" Rogue asked. "That's insane!"

"At least with the villains fighting each other it should be easier to take them down. Divide and conquer." Kurt said.

"Not necessarily." Amira pointed out. "Such struggles often result in the strongest and most ruthless gaining power. Besides, when you have such people working together in a group, you can bet that they're all holding something back for themselves. But when they're fighting for themselves you can be sure they'll use anything and everything at their disposal to come out on top. And take it from someone who grew up during such power struggles, those competing don't care who gets in the way and can be even more destructive and dangerous than they can be when they're working together. They may be divided, but they are **not** weaker."

"Many of the rises and falls of fortune affecting world villains and organizations can be attributed to success or failure in the political maneuverings in the Hellfire Club's Inner Circle." J'onn continued. "For instance, our intelligence suggests that Baron Wolfgang von Strucker, the head of Hydra, was a member of the European Chapter of the Hellfire Club but lost his seat during the reshuffling. And since Destro recently acquired a seat that explains why Cobra was able to supplant and eventually absorb Hydra and establish itself as the world's most dominant terrorist organization."

"Brother Blood lost out in the struggles to Emma Frost, so she managed to take over the HIVE Academy in addition to her own Massachusetts Academy, plus the villainous Bang Babies." Wonder Woman added.

"Lex Luthor beat the Brain and Monsieur Mallah, so he became head of the Brotherhood of Evil, comprising of the Teen Titan's rogues gallery in addition to Grodd's Secret Society of Supervillains." Superman chimed in.

"Just who else is in the Inner Circle?" Ororo asked.

"You are already familiar with Sebastian Shaw, Harry Leland, Emmanuel DaCosta, Donald Pierce, Selene, and Emma Frost. Additionally, we've identified several prominent business leaders—and sometimes crime lords—such as Norman Osborne, David Xanatos, Vlad Masters, Maxwell Lord, Lex Luthor, and Wilson Fisk—the Kingpin. We've also identified several other very powerful and ruthless men: Dr. Doom, Mr. Sinister, Magneto, Slade and Ra's Al Ghul." Batman answered coldly. The X-Men looked stunned and horrified at such a powerful assemblage of villains. The Question carried on.

"We believe that their appointments are also due to their connections, in addition to their own prowess. Take Wilson Fisk, the Kingpin of crime. He has underworld connections to all sorts of scum and goons and since The Pride was destroyed, he's probably the biggest crime boss in the entire country, if not the Hemisphere."

"Likewise Slade has connections to adversaries of the Teen Titans, just as Luthor has ties to opponents of the Justice League. Magneto also undoubtedly has access to considerable resources and individuals some of whom you have encountered, some you have not. Destro has ties to various terrorist networks and organizations, Vlad Masters has connections to paranormal groups like Wolfram and Hart, Selene has contacts with magic users, and Xanatos has Illuminati connections."

"Who ever thought that the Question's habit of making connections would turn out to be so useful?" Shayera Hol once known as Hawk Girl wondered rhetorically as everyone struggled to absorb this information.

"Something tells me that things are going to get worse before they get better." The Flash said.

"**If** they get better." The Green Lantern corrected.

"Why do I get the feeling that whatever the Misfits are doing, it's mere childsplay compared to this?" Scott groaned.

He had no idea just how right—and how wrong—he was.

&&&

**A/N: References and phrases used by Booster Gold and Blue Beetle are inspired by author LM.**


	29. Chapter 29

&&&

"Listen up people, we have a situation!" General Hawk announced as he strolled into Misfit Manor.

"I didn't do it!" Pietro exclaimed.

"It wasn't my fault!" Todd protested.

"I was dead at the time!" Pyro shouted.

"You may want to be a bit more specific in your announcements." Wanda said as she rolled her eyes.

Hawk repressed a groan. "I mean there's a mission for you."

"Is it time for another phase of Operation: Booze?" Daria asked sweetly.

"Boy you grownups sure go through that alcohol fast." Quinn agreed.

"I don't know if we can make enough in our distillery to keep you guys happy and drunk." Brittany added. The rest of the Misfits just looked at Hawk.

"Well, can you blame me?" Hawk demanded. "And no, this is a mission. Our intelligence—"

"What intelligence?" Fred scratched his head. The vein above Hawk's eye twitched.

"Look, the point is that we've heard about an organization the Hellfire Club's set up to attract and catch mutant children. Go shut it down. **Now**."

"Man is there anything those creeps won't try?" Todd snorted in disgust.

"Apparently not," Althea answered flatly. "Let's go! Yo Joe!"

&&&

"Is everyone all here?" Althea asked as the Mass Device deposited the Misfits in a dark room.

"You may want to rephrase that question given who you're talking to here." Wanda rolled her eyes in the darkness.

"This is the LAST time I let Trinity tinker around with the Mass Device!" Althea snapped at herself.

"I feel like my head is on backwards." Pietro groaned.

"On you, who'd notice?" Shane wondered.

"Come on let's just find the poor kids before anything bad happens to them." Rahne urged.

Just then one of the lights snapped on, revealing about a dozen kids surrounding the Misfits, all of them holding what appeared to be toy guns and other slapped-together equipment.

"What're you teenage creeps doing here?" A bossy looking girl with red-hair and a colander on her head snapped with a Scottish accent.

"Easy kids, we don't want to hurt you." Todd said he approached them, hands in front of him to show that they were empty. Apparently it wasn't enough. One short blond-headed kid leapt up and slugged Todd in the face. "Hey, we don't want you to hurt us either!" Todd protested as he rubbed his nose.

"Tough luck you cruddy teens." The boy sneered. "It's butt-whooping time!"

"I'm shaking." Pietro snorted. "You and what army?" Tabitha winced.

"You shouldn't have said that Speedy…" She warned, recognizing a set-up line from a mile away.

"That would be us and **this** army." A bald kid with dark shades and an English accent answered as the rest of the lights turned on, revealing an entire room full of kids with their own make-shift weapons. "Welcome to our convention center." He said dryly. "Kids Next Door! Battle stations!"

&&&

A/N: Sorry for the delay. Real life again. Anyway, this is a meeting I was attempting to do in another story but wasn't happy about how it was going (or wasn't). See you later!


	30. Chapter 30

**A/N: Sorry for the long delay. I have a younger brother in the hospital and just started working again. I'd like to say the delays are over, but I doubt I'll be able to update as often as I used to. I'll try to keep to one chapter a week if I can. Anyway, enjoy!**

&&&

The Misfits found themselves surrounded by armed members of the secret children's organization known as the Kids Next Door.

"Okay, no sudden moves now…" Althea warned. Pietro snorted.

"Wait a minute, they're just a bunch of kids. What do we have to be afraid of?" He asked blithely. "What're they gonna do? Whap us with their teddy bears?"

"As a matter of fact…" Numbuh One drawled. "Numbuh Three!"

"Okey-dokey Numbuh One!" A Japanese girl in a giant green sweater grinned as she raised a makeshift gun and fired, launching a teddy bear at Pietro's face at tremendous speed.

"YEEEOWWW!" Pietro shrieked as he grabbed his face.

"Okay, who saw that coming?" Wanda dryly asked. Everyone raised their hands—as much to agree with Wanda as to avoid appearing dangerous to the KND.

"Kids, look. We're not your enemies." Althea reasoned calmly. "You're being manipulated by a group of villains called the Hellfire Club."

"As if!" Numbuh Two—a rotund boy in a flight cap—snorted disdainfully. "Pull the other one sister."

"It's true! I know this club or whatever they've set up seems like a nice place for you kids to hang out but—"

"Club? Set up for us? Girl you've got to be crazy." An African-American girl in a blue shirt and a red hat called Numbuh Five looked askance. "This ain't no club and it wasn't set up by any adults!"

"But—"

"Let's just beat up these creeps and lock them up in the Antarctic Prison." An Australian boy with a blond bowl-cut in a sweater known as Numbuh Four said.

"But I can't go to jail in the arctic!" Todd protested. "I'm an amphibian! I'll freeze!"

"Relax Toad, we're not gonna get imprisoned by a bunch of dumb kids." Shane sighed.

"That's it!" Numbuh Eighty-Six snarled. "Get them!" The KND raised their weapons and fired. Hot condiments—cheese, mustard, ketchup—as well as other dangerous if not lethal objects were launched at the Misfits.

"Duck!" Tabby said as they split up.

"That's enough!" Althea said, getting into the tone she used when trying to control her sisters. "Kids or not, we're not going to let you shoot at us!"

"Try and stop us!" Eighty-Six taunted.

"Split up and try to round them up, but don't hurt them!" Althea instructed.

"Sure don't hurt them…no one mind poor me." Pietro wheezed from his place on the floor.

"That was the plan." Althea agreed as she squared off against Numbuh Five. "I don't like the idea of fighting kids…"

"Then I hope you like the idea of getting your butt whooped by a kid, baby!" Numbuh Five grinned as she leapt at Althea with a flying kick. Althea was impressed, even as she avoided it.

"Where'd you learn that?" Althea blinked as she dropped into a fighting stance. Numbuh Five grinned.

"You didn't think you were the first teenage ninja I've ever fought did you?" Althea was impressed again. First at her statement—she had no reason to disbelieve it and secondly that she recognized Althea's fighting moves. Althea got to thinking that there was more to the Kids Next Door than met the eye.

"Werepoodle!" Another kid shrieked as Rahne transformed.

"Doggy!" Numbuh Three giggled as she wrapped her arms around Rahne's neck and squeezed. "She's so cuddly!"

"Hrrnnn." Rahne whined as she was being choked.

"Ow! Quit it!" Todd shouted as one kid kicked him in the shin. That's when another kid kicked him in the other shin. Then the first kid kicked again, then the second. Soon it became almost like clockwork. "Ow! Quit it! Ow! Quit it! Ow! Quit it!"

"Now that's enough!" Fred growled as he picked up two kids by the backs of their shirts. "That's no way to treat your elders."

"You're right." Fred looked down to see Numbuh Four glaring up at him. "This is how we treat our elders! HYAAH!" Numbuh Four leaped up and latched onto Fred's head, covering his eyes. Fred dropped the two kids as he flailed his arms.

"Someone get this kid offa me!" He cried.

"I'm coming!" Xi said as he suddenly appeared from nowhere.

It was one of the most confusing fights the Misfits had ever been in. For one thing, they had to fight an opponent they really didn't want to hurt—though the KND certainly didn't share that particular sentiment, and for another the KND had some pretty odd technology: gum bombs, condiment blasters, exploding marbles, and more. Besides that, the KND were pretty tough for kids.

But the Misfits slowly—for fear of hurting them—started to make progress, disarming the KND operatives and pinning them down with Todd's slime.

Numbuh Three-Sixty-Two, Supreme Commander of the Kids Next Door—Rachel to her friends—was getting worried. "They're good…even better than Chad and Cree! Numbuh Eighty-Six!"

"Ma'am!" The arrogant Scottish girl saluted.

"We need back-up…where's Sector P?"

"Numbuhs Fifty-One, Two-Eighteen, and Sixty-Five are chasing Princess Moebucks! She escaped from the Antarctic Prison!" Numbuh Eighty-Six answered. **(&)**

"Numbuh Six Two-Six?" Rachel tried. Eighty-Six shook her head.

"At home in Hawaii, looking after her stupid blue koala or whatever it is." Rachel sighed at the news.

"I was afraid of that." She said. "Call in…Numbuh Ten!"

"Him?" Eighty-Six gasped. "You want me to get that…that…that **boy**?"

"We have no choice!" Rachel snapped at her. "Just do it Fanny!"

"Aye aye ma'am!" Numbuh Eighty-Six gulped as she pressed a button on her wrist communicator.

Even as she made the call, the Misfits were squaring off against the last remaining KND operatives…Sector V.

"Okay kiddies we can do this the easy way or we can do this the hard way." Althea said.

"Kiddie, this!" Numbuh Five said as she planted her foot on Althea's knee and sprung up to whack her in the face with the side of her feet. Althea caught her leg at the last possible second.

Fred had finally managed to pull Numbuh Four off his face—with a little help from Xi—and proceeded to pry Numbuh Three off Rahne's neck before she suffocated. Numbuh Two was picked up by Wanda.

"Hey beautiful you doing anything Friday night?" Numbuh Two asked in his most suave voice.

"Oh brother." Wanda groaned as Numbuh One was being restrained by Angelica and Shane.

"Finally." Althea sighed. "It's over."

"Think again!" The Misfits spun around as a ten year old boy with green eyes and brown hair leaped into sight.

"Numbuh Ten!" Rachel sighed in relief. Numbuh Ten fiddled with some sort of watch he had on his wrist and smiled.

"Hero time!" Slamming his palm down on the watch, the boy was replaced by a giant white and black alien creature with no neck, but covered in yellow circles. Stunned by this development, the Misfits could only watch in amazement as the alien rolled into a giant ball and hurled itself straight at them!

"I've got it!" Fred said as he squared his feet and crouched down in a position to try to catch it. The ball rammed into Fred so hard that the giant mutant was propelled backwards into the wall.

"He got it all right." Pietro winced. "Step back and let Quicksilver take care of this problem!" Peitro ran after the bouncing ball that was once a ten-year old boy. Suddenly, the ball transformed into another creature, this one green and dinosaur like, in black armor. Oddly enough it had no feet, only a pair of wheels at the end of its legs like a rollerblade.

Within the blink of an eye the creature was accelerating, the Misfits felt their hair whipped around as they were buffeted by the wind the creature caused by its passing. The astonished Pietro had rings run around him. Before he could recover the creature lashed out with his arm, knocking Pietro out.

"This is getting weird." Todd blinked. Growling, Rahne leapt at the creature as it stood still, mouth wide. Numbuh Ten dashed behind some boxes. Still snarling, Rahne followed him. Half a minute later, Rahne ran back out yipping in terror.

"Yipe! Yipe! Yipe!" Rahne whined as she ran. No one could blame her. Chasing her was a giant orange creature. It had no face, just a giant tooth-filled mouth. It ran after her on all fours.

"Enough is enough already!" Todd protested as he spat slime at the beast, giving Rahne time to escape. Though the beast nimbly dodged and changed shape yet again. This time it was a giant green insect with four eye stalks, wings, and four pincer-like legs.

Taken by surprise yet again—giving the variety and number of forms, who could blame them—the insect managed to give Toad a taste of his own medicine dousing him in a foul green slime.

"Aww man, why didn't someone tell me how gross this was?" Todd groaned.

"Karma!" Wanda snickered.

"What's the matter?" Numbuh Ten buzzed. "None of you creeps tough enough to handle me?"

"That's it! No one hurts my toddles!" Althea screamed as she leapt up, tackling the insect in mid-flight. Together, the two of them plunged into a pool that the KND kept for aquatic training.

Althea was in her element. Unfortunately, one shape change later, so Numbuh Ten. Only now he was some sort of fish man. His head resembled that of an anglerfish; with powerful jaws and creepy eyes. His feet were webbed and even as Althea watched, merged to become a giant, powerful tail. Extremely fast and agile, Althea only barely managed to avoid having a bite taken out of her side. Those jaws were really big!

Bursting out of the water, the shape-shifter now took the form of a tall creature made of lava and flame. Given that, it was kind of obvious what it could do, but trust Pyro to try fire anyway. "You've got to be kidding me." It snorted as he redirected Pyro's flame to surround Pyro and Angelica and keep them trapped. It changed form again, becoming a giant being made of green crystals, which it hurled at Xi, Wanda, Tabitha, and Shane.

"Who's next?" Numbuh Ten crowed. "Nobody beats Ben Ten!"

"Is that right?" A trio of girlish voices asked from behind him. Ben gulped.

"Oh no…" He moaned as he turned around. So did Numbuhs 86 and 362.

"Not Numbuh 666!" The Supreme Commander of the Kids Next Door moaned.

"Trinity?" Althea gasped as she emerged from the water.

"Hi sis. I see you met our old teammates." Brittany snickered.

"Not them again!" Numbuh 86 moaned. "I knew we should've erased their memories when we decommissioned them!"

"We might've needed their talents even after they turned thirteen." Numbuh 362 argued. "And besides, how're we supposed to force them?"

"We're ex-KND members." Brittany explained to the confused Misfits.

"Hold up here!" Todd protested as he wiped the slime off him. "How can you girls be a part of a Hellfire Club front group?"

"Simple." Daria said. "We **don't**."

"The Kids Next Door has **nothing** to with the Hellfire Club." Quinn agreed. "This whole mission was a set up."

"Can someone please explain just what's going on?" Wanda groaned.

"I'll cover this girls." Numbuh 362 said.

"You're the boss Numbuh 362." Trinity said. Numbuh 362 rolled her eyes. The triplets, instead of giving themselves each a codename, had adopted one number for them all, not unlike the twin brothers who both called themselves Numbuh 44.

"Yes, well…as Numbuh 666 said, they were Kids Next Door Operatives. I'm the leader of the KND, Numbuh 362. As for what the Kids Next Door is," she continued. "It's an organization made up of kids, by kids, for kids to defend their interests and freedoms against adult tyranny."

"Oh…then I guess the odds of you guys working for a bunch of wacky adults in 17th Century clothing is out then?" Angelica asked sheepishly.

"You can say that again sister!" Ben snapped.

"Are you guys all mutants? Like him?" Althea asked Numbuh 362 as she pointed at Ben. The KND leader shook her head.

"We're not and neither is he. He just has some alien watch attached to his wrist that lets him turn into different aliens." She said it in a nonchalant manner.

"Oh, is **that** all." Shane said sarcastically. "And here I thought it might've been something strange."

"Some KND members are mutants, but we don't look for that in particular when we recruit operatives." Numbuh 362 added.

"Girls, why didn't you ever tell us?" Althea shouted at her sisters.

"What? Tell you that we're a part of a global kids' organization of operatives? Yeah right!" Brittany snorted. Quinn and Daria nodded.

"Adult superheroes are already against the idea of teenage superheroes." Daria added. "It took a lot of effort for the Teen Titans to get legitimacy from the Justice League. They wouldn't hesitate to try to shut down the KND. Especially since most operatives have no special powers."

"Can't say I blame them." Althea said. "I don't like the idea of kids fighting crime and super-villains…"

"Tough." Numbuh One said as he and the rest of Sector V got up. "The Kids Next Door doesn't kowtow to adults, let alone teenagers."

"Look, let's all calm down." Rahne suggested. "We came here because we thought that there were children in danger of being used by the Hellfire Club."

"That clearly isn't the case." Numbuh One said.

"Yeah!" Numbuh Four shouted. "So make like a tree and beat it!" Everyone looked at him oddly.

"For some reason he reminds me of Pyro…" Angelica noted.

"So now what Al?" Todd asked his girlfriend.

"I guess we leave." Althea sighed. "There's no point in sticking around here. For now though, I think it's best if we don't tell the adults about the Kids Next Door. You three however," she whirled on her sisters. "Are in **so** much trouble! When we get back you three are on diaper duty for Barney and Claudius for a month!"

"Shouldn't we try to take them down?" Numbuh Two whispered. Numbuh 362 shook her head.

"They aren't going to be a problem they have enough stuff on their plate that they won't trouble us. I'm going to go lie down. For some reason, I have a headache."

&&&

**(&) A reference to Cyber Commander's KND/Powerpuff Girls crossover: Operation Powerpuff**


	31. Chapter 31

**A/N: For RogueFan**

&&&

The X-Jet soared through the skies at break-neck speeds; which was entirely appropriate as two of the passengers were trying to break each others necks.

"Rakasa! Hindsight! Knock it off!" Scott bellowed at Amira and Gilaad as they rolled along the isle, trying to kill each other. He called them by their codenames to let them know just how annoyed with them he was. It didn't work.

"Take a nice plane ride you said." Rogue berated him. "It'll be fun you said, a chance for us to spend some time together you said. Idiot!" Scott had decided to take the main team—plus the four newcomers: Amira, Gilaad, Sooraya, and Lina—out for a little ride. Remy was trying to get closer to Rogue and so was Peter vis a vi Kitty. Kurt was eating junk food, Bobby was goofing off, Rina was busy unsheathing and re—sheathing her claws, and the others were taking a nap.

"Sor—ry! How was I supposed to know that Gilaad would make some stupid remark about Palestinian hijackers and that Amira would respond by beating the snot out of him?" Scott wondered. Rogue just looked at him. "Oh yeah." He winced.

"Duh!" Remy snapped.

"And this was supposed to be a calm, peaceful outing." Scott groaned as he leaned his head against the dashboard.

&&&

It was a tired, weary, and more than a little confused team that arrived back at the Misfit's Manor.

"That certainly did not go as planned." Xi commented.

"A secret organization of kids fighting adult tyranny…that's a new one." Althea admitted.

"So much for the assumption that the Kids Next Door is front for the Hellfire Club." Todd noted.

"I wonder if the Hellfire Club planted that information so we'd destroy the Kids Next Door." Wanda theorized.

"But why?" Pietro asked. "Why would a group of children concern the Hellfire Club?"

"Perhaps they see the Kids Next Door as having potential that could be dangerous to them." Althea said. "In fact, I think I'm starting to get and idea about—" A sudden ring cut her off. "Hold on we've got a call coming in on the vid-monitor." Althea said as she activated the video-monitor. She blinked when she saw who it was as hastily moved in front of it, obscuring Rahne and Tabitha's view. "Uh, Rahne? Tabby? Could you step outside for a minute?"

Rahne looked at Tabitha. Tabby shrugged. "Uh-okay…" Rahne said as she and Tabitha took a step out of the room. Todd shut the door behind them. "What do you suppose that's all about?" Rahne asked.

"I don't know, but I intend to find out." Tabby remarked as she put her ear to the door. "Darn, I can't hear a thing. Come on Rahney, can't you turn into a dog and use your super-hearing to find out what's going on?"

"It isn't super hearing wolves just have more acute senses than humans…" Rahne said hesitantly. "And I don't know if its right to spy on the Misfits. I mean, we're their guests and—"

"It's no different than anything the Misfits do whenever they're over." Tabitha pointed out.

"Look, all I'm saying is—" Rahne answered as she leaned against the door…and promptly fell into the room where the Misfits were supposed to be receiving their private communiqué.

"**Rahne**!" Several Misfits shouted. The dazed Scottish girl looked up, or rather down since she landed on her back. The first thing she saw was an upside down Althea standing next to the video-monitor which showed a (upside down) brown lizard-like face on the other end.

"Who—what..." Rahne asked slightly dazed as she tried to sit up. Althea hurriedly cut the connection. Tabby strode in a moment later.

"What's shaking guys?" Everyone glared at Toad.

"Toad you dolt, didn't you lock the door?" Pietro snapped.

"I couldn't! Tabby blew up the keyhole two days ago when you tried to keep her out, remember?" Althea just held her hands up.

"Forget it! Looks like we're going to have to bring them along since a certain red-head can't keep their curiosity in check," Althea commented in annoyance.

"What did I do?" Pyro blinked.

"Not you flame-brain!" Wanda snapped at him. "Rahne!"

"Did you know that rhymes?" Pyro asked her. "They go together!" Wanda bopped him on the head.

"Yeah, so does 'Pyro' and 'idiot!' "

"But you two have to swear to keep this secret from everyone and I **mean** **Everyone**…including Xavier." Althea warned.

"No sweat." Tabby smiled. "We're aching to find out what you guys are being so secretive about anyway, aren't we Rahney?"

"We noticed." Althea said dryly. "Come on nosey-doggy."

"B-but I didn't…it wasn't me—I mean Tabby was the one who…" Rahne sputtered as she tried to explain as the Misfits walked past her.

"Let's just go." Tabby said as she patted the younger girl on the back. Rahne sighed.

"Why do I get the feeling that the universe hates me?" She groaned as she trudged off to the Mass Device with the others. A push of a button later sent the Misfits' molecules hurtling across great distances instantaneously.

"Where are we?" Rahne asked as they stood at the foot of a giant mountain. Althea smiled.

"The Misfits? Is it really you?" A slightly chubby teenager with an infectious grin walked up to them.

"With friends." Althea smiled to Rahne. "Hi Justin."

"Who's he?" Tabitha asked.

"He's a mutant we met a while ago, but his father didn't want him coming with us." Althea grimaced slightly. "The Blind Master was really upset, he took a shine to him. But there's no point reminiscing about the past just now. Justin's family needs our help."

"Who are they?" Rahne asked as she turned back around to talk to Althea. Althea just grinned.

"Turn around." Rahne did so and was shocked into silence. Standing behind—but most of all above—Justin was a group of beings that defied belief. They were gigantic beings that looked like humanoid dinosaurs.

"Rahne, Tabitha…meet the Dinosaucers."

&&&


	32. Chapter 32

&&&

Rahne and Tabitha stared upwards, mouths agape at the sight of the Dinosaucers. The Misfits couldn't resist a smile at their expressions. A large brown, allosaurus-type Dinosaucer knelt down next to them.

"Hello, my name is Allo. Leader of the Dinosaucers. Welcome to LavaDome."

Rahne idly felt her jaw drop as she stared into the large, tooth-filled mouth of Allo as he kneeled down and gave what was supposed to be a warm, friendly smile.

"Why didn't you warn me that we were meeting a bunch of alien dinosaur-men?" Rahne whispered to Althea with an edge in her voice.

"Just to see the look on your face; you great nosey-body." Althea snorted in amusement.

"Who're they?" Justin asked, pointing at Rahne and Tabby. One Dinosaucer, who looked like a giant stegosaurus nodded.

"I don't remember seeing them the last time you were here. You **did** promise not to tell anyone about us." He reminded them.

"We haven't forgotten Steggo." Althea sighed. "Rahne and Tabby are temporary members of the Misfits. Sort of an exchange program we have with the X-Men. You might've noticed that Lina's not here."

"That's too bad." Teryx, a female Dinosaucer archaeopteryx sighed. "She had such lovely wings, and it's nice to have company when going for a flight."

"Wait, the X-Men?" Bonehead, another Dinosaucer asked. "You mean those "X-Geeks" you called a bunch of up-tight, arrogant preppy-jerks who couldn't fight their way out of a paper bag?" He asked.

Rahne and Tabitha looked nonplussed at the Misfits.

"Er…heh heh, shut up Bonehead…" Todd hissed at him.

"Um, let's get down to business! Why do you need us?" Althea asked hurriedly. The Dinosaucer's friendly expressions took on a worried look.

"You better come inside." Allo sighed. "It's not good." Rahne and Tabitha couldn't stop being amazed by the Dinosaucers' headquarters inside the mountain, called LavaDome.

"So you've been living here on Earth secretly for over twenty years?" Tabitha asked Bronto Thunder, another Dinosaucer. That clicked a memory in Rahne.

"Wait a minute…" She whirled on the Misfits. "I remember now! After Catseye and I got back from Disneyland (See "**Mischief Incorporated**") and Optimus Prime showed up…Shipwreck started to say something about them, didn't he?"

Althea smacked her forehead with her palm. "He never could keep his mouth shut." She muttered in annoyance. "But yeah. Since the Dinosaucers haven't caused any trouble GI Joe's left them alone."

"And a good thing too." Allo said under his breath. Althea explained to Rahne quietly.

"Allo didn't take to the Blind Master last time they met and the feeling's more than mutual. Mostly because of their argument over Justin joining us."

"Obviously, Allo won." Rahne observed.

"Yeah. I sometimes wonder what it would've been like if he'd joined us but—" Althea's musings were cut off as Allo showed them to the Dinosaucers' main computer console.

"The problem started about two days ago." Allo said. "When we lost contact with our homeworld, Reptilon."

"At first we thought it was a communications or equipment failure…but after a day or so we sent out a shuttle to investigate." Tricero told the Misfits.

"What did you find?" Xi queried.

"Nothing," Allo said hollowly.

"So what was the problem?" Fred asked in confusion.

"Nothing." Allo repeated. "Absolutely **nothing**."

"We were where we ought to be…" Teryx choked, trying not to cry. "But Repitlon's gone. The whole planet is **gone**!"

&&&

"Don't make me turn this plane around!" Scott shouted at Amira and Gilaad as they continued beating the tar out of each other. "If I do then it's double, no—triple Danger Room exercises for the both of you! I—" He stopped mid-tirade as a warning light started to blink. "Looks like we've got company," Scott murmured, his early anger forgotten. "But I filed a flight plan!"

"Who's following us?" Jean asked him. Gilaad and Amira—their fight temporarily forgotten—leaned over Scott's shoulder and looked at the radar.

"F-16s." They said in unison.

"How do you know?" Scott asked Amira. She pointed to Scott and then to Gilaad.

"Because **your** people sell them to **his** people in order to kill **my** people." She explained flatly.

Any further unpleasantries were prevented when one of the three jets following them, WOOSHED past, knocking everyone in the X-Jet to one side.

"Hey!" Scott shouted as he turned on the radio. "This is the X-Jet, we have clearance to fly here, who are you?" There was no verbal answer, but the jets made their opinion known anyway as they opened fire on the X-Jet.

"They're shooting at us!" Scott exclaimed as he banked the jet to the right.

"Thanks for the update!" Remy snapped at him.

"Jean! Try to see who's in those things!" Scott said as he banked the jet again, to dodge another volley.

Jean shut her eyes and concentrated on the pilots of the three jets. Then she gasped and opened her eyes. "There aren't any pilots!"

"But no remote controlled plane could respond to our movements so quickly." Scott grimaced as he swerved the jet. Suddenly a black F-16 materialized in front of them, weapons blazing.

"That jet used to be behind us, how'd it get there?" Scott yelled as bright energy blasts narrowly missed the cockpit, leaving black scoring marks along the length of the jet.

"It teleported!" Jean gasped.

"Hey that's my shtick!" Kurt said indignantly.

"Something strange is going on." Kitty said. "I mean, like besides us getting shot at."

"Which really **isn't** all that strange." Rogue drawled.

As the X-Jet turned about to avoid the jet ahead of them, a red and silver jet caught up with them. Before the amazed eyes of the X-Men, it **unfolded** into a giant robot with blazing the purple sigil of the Decepticons.

"Uh-oh." Gilaad winced. "That ain't good."

Starscream, Air Commander of the Decepticons smiled cruelly as he leveled his null-ray at the X-Jet. "Say good-bye fleshbags!" At point blank range it was impossible to miss.

"That shot took out all our electronics!" Scott shouted as the jet started to shut down.

"We're going to crash!" Bobby wailed.

"Not if I can help it!" Scott shouted as he wrestled with the controls. After a moment he stopped. "Oh…I guess I can't."

"We're out of control!" Peter shouted as the jet plummeted down towards the ground. As the ground rushed up to meet the X-Men, they could do nothing but stare in horror and amazement.

"Oh…shit." Amira gulped.

&&&


	33. Chapter 33

&&&

The Misfits reeled under the information that an entire planet full of people was now gone. "I'm so sorry," Althea said to Allo. "We'll do anything we can to help but I don't understand what you need **us** for specifically. If you want to live here on Earth permanently now that Reptilon is gone, you should probably talk to the Men in Black, not us."

But Allo just shook his massive head. "We called you because we want to know what happened to our world. The Tyrannos' activity on Earth has grounded to a halt when they heard about Reptilon, but we can't trust that it'll stay that way. We can't go investigate ourselves…but you can."

"Us?" Todd asked. "But why us? What can we do?"

"There's one planet close enough to Reptilon to have gotten a good view of whatever happened." Bronto Thunder explained. "It's a colony world of another race called the Zn'rx. They have a presence in your solar system."

"The who?" Fred blinked. "Why does that sound kinda familiar?"

"Roughly put into human speech the name of the race is the Snarks." Steggo explained.

"The **_SNARKS_**?" Pietro yelped. "Those overgrown handbags who keep trying to destroy us?"

"So you've heard of them then." Steggo noted.

"Yeah, ever since our battle to keep the Matter/Anti-matter Converter out of their claws, a whole shipload of them have been marooned on the moon in an old alien spaceship." **(&)** Althea explained. "But why do you need us? You've got shuttles, why don't you just go to them and ask for the records?"

"The Zn'rx are…testy." Allo explained. "We Dinosaucers have relations with them but just barely. They've left our people alone, possibly because we're also reptiles. But they aren't likely to just give us that data we want. And we can't go there and take it because that would jeopardize my people's relations with them. If any of us survived, I don't want them to face the wrath of an angry Zn'rx."

"So you want us to go and raid the Snarks for you to get the data on Reptilon's…disappearance." Althea mused. "We'll do it of course—what are friends for?—but unfortunately our spaceship's in mothballs at the moment."

"Can't you just ask the Justice League for ships?" Justin asked. He'd always been something of a fanboy when it came to the League. Althea winced.

"Yeah, about that…" She coughed. "We're, well, kinda banned from being in any of their Javelins."

"Why?" Tabby asked.

"Let's just say it involves Trinity, two tons of shrimp, Wonder Woman's underwear, and a couple of overly affectionate otters." Wanda groaned.

"Yikes." Rahne winced.

"So basically what we need are some other guys with a spaceship to help beat up a bunch of interstellar lizards." Althea bit her lip in concentration then snapped her fingers. "And I know just who to call, come on people we're heading to a place where the sun always shines! Sunny, beautiful California!"

&&&

"So this is it, we're all gonna die." Kitty gulped as the X-Jet went into a tailspin as it plummeted towards the ground below.

"At least we're far enough away from any urban centers that we won't take out lots of innocent people." Scott noted between clenched teeth.

"Surprisingly, this doesn't really make me feel all that better about this." Gilaad said dryly as he tried valiantly not to throw up.

"Oh come on!" Amira snapped as she looked out the window for a brief second to see the Decepticon jets continuing to follow them down, firing at the falling jet. "We're already crashing!"

Sooraya closed her eyes, partially to try to lessen the nausea she was feeling, but also to make her peace with god. "_La ilaha illa Allah wa-Muhammad rasul_ _Allah_." She chanted softly, saying the _Shahada_, Muslim declaration of faith, for what she expected to be her final team. After a moment's hesitation, Amira joined her.

Though Gilaad would have denied it, the girls actions helped prod him to make his own peace with the Almighty. "_Sh'ma Yis'ra'eil Adonai Eloheinu Adonai echad_." He said softly in Hebrew. "I'll be with you soon brother."

Kurt was about to join in the festivities when a sudden jarring impact shook the X-Jet as it stopped falling. The X-Men bounced in their seats as the jet stopped. "What the—" Kurt asked as he looked out the window. "YIKES! Giant bugs!"

Everyone looked out the window at Kurt's shout. Sure enough, clutching the wings of the X-Jet were a pair of giant black insects, one weevil and one grasshopper. They were supporting the jet in midair.

"Wait, those things aren't alive." Jean blinked as she scanned them. "I think they're robotic!"

"They look metallic to me." Rogue agreed as she looked out. "Here comes another one!" A giant black stag beetle flew through the skies in front of the X-Jet. From its giant prongs came a stream of electricity.

"Power's back online!" Scott shouted as he grabbed the controls. "But I'm not in control!"

"Anyone you know Lina?" Rogue asked.

"Sorry, no. My crowd doesn't include giant robotic insects." Lina replied.

"What the hell is going on?" Amira asked in annoyance. "Are we doomed or not?"

"Still to be determined." X-23 observed as she pointed out the window. "Incoming!" The Decepticon jets were still attacking.

Starscream and his two companions, Skywarp and Thundercracker, transformed into their Cybertronian modes and targeted the X-Men and their would-be rescuers.

"Oh look, it's Starscream and the Lonely Brain's Club Band." The grasshopper snickered.

"I would've went with The Thundercracker Experience featuring Skywarp." The weevil said loftily.

"I know what **I** would call them, call them." The stag beetle said. "Scrap! Insecticons attack, attack!"

The stag beetle transformed in midair to a robot, though one considerably smaller than the Decepticon seekers. The weevil and grasshopper followed suit.

"This is getting into whole new shades of weirdness." Remy groaned.

"Bombshell hold the jet, the jet." The former stag beetle, Shrapnel said to the ex-Weevil. "Kickback and I will handle the others, the others."

"Woo-hoo!" Kickback, the former grasshopper, shouted as he threw himself into the fray. "Party time! Hey Skywarped!" He called as he raised his weapon. "Say hello to my **little** friend!"

"What, you mean your brain?" Bombshell called out as he held the X-Jet aloft.

"Boo-yah!" Kickback lashed out with his powerful legs and kicked Thundercracker down to the seas below.

"My turn, my turn." Shrapnel cackled as he raised his optics up at the storm clouds brewing above. "How wonderful. Light precipitation and a hundred percent chance of electrocution, electrocution." Shrapnel summoned powerful bolts of lightning and directed them towards Starscream and Skywarp.

Scott winced as the bolts struck home, frying the circuitry of the two Decepticons. "Yeesh and I thought Storm could hurl lightning around!"

"If you two are through having fun," Bombshell said peevishly at missing out, "We should probably take the fleshies and go before they affect repairs."

"Your right, right." Shrapnel agreed as the three damaged Decepticon jets slunk off. "Insecticons move out! Take the jet and head in land, in land. Time for us to have a bite to eat, to eat."

&&&

**A/N: (&) See Red Witch's Evolution XMJ**

**For more information on those loveable Insecticons, visit Insecticons dot com for more!**


	34. Chapter 34

&&&

"Welcome to California." Althea said as the Mass Device deposited the Misfits, plus Justin, in the middle of a sidewalk.

"I haven't been here since…since…" Rahne trailed off.

"Since Jubilee's Aunt Hope had a shoot out with a Chinese crime syndicate?" Tabitha asked.

"Oh yeah." Rahne groaned. "That was it."

"Who are we here to meet?" Justin asked.

"Just some friends," Althea said evasively as she walked inside the building they were standing outside of. "Follow me."

Justin looked at Rahne and Tabby as if looking for an answer. They in turn looked towards the rest of the Misfits. The Misfits looked at one another and shrugged. Rahne and Tabitha then looked back to Justin and shrugged to. Then Justin shrugged. When she realized her teammates weren't following her and were just standing outside shrugging at each other, Althea got annoyed. "Come on you guys!"

Everyone just shrugged in unison and followed Althea inside. "A hockey rink?" Pietro asked as they stepped inside. "How is this going to help us?"

"Hey, check out those guys playing on the ice." Fred pointed at a group of half a dozen hockey players practicing on the ice. "Weird costumes though."

"Why are they dressed like ducks?" Todd asked.

"Yeah…dressed like." Althea coughed. "Guys meet the Mighty Ducks."

"Oooh original." Tabitha drawled. "Don't tell me, let me guess. Next you're going to tell me that these are alien ducks from another planet that like to play hockey, right?"

"Another dimension actually." Althea corrected. "But otherwise, yes."

"You're **kidding**." Tabitha half asked, half stated. Althea shook her head.

"Nope."

"Just how many aliens are on Earth anyway?" Rahne asked in amazement.

"Let's just say that those anti-Mexican bigots' heads would explode if they knew." Althea commented. "Actually, that's a pretty pleasing mental image. Toddles, remind me to sick Trinity on some of those 'border militia' creeps when we're done here."

"Hello there!" The Mighty Duck's goalie and team captain, Wildwing Flashblade waved his gloved hand at them. "Sorry, no game today."

"This is business call actually Wildwing." Althea said as she hopped over and onto the rink. "We're in need of…transportation."

"Aww man, can't it wait? I was totally looking forward to practicing some new moves!" Wildwing's younger brother Nosedive complained.

"How about we make this interesting?" Duke L'Orange, another Mighty Duck with one eye grinned. "We'll do whatever you want…if you beat us."

"Fine. One quick match. First team to score wins." Althea relented.

"You guys don't know what your in for." Mallory MacMallard snickered. "If that pack of mutant tortoises from the sewers couldn't beat us at street hockey, what chance do you kids have on our home turf?"

"You'd be surprised." Wildwing said as he shook his head. "Remember those army mutants I told you guys about?"

"Oooh interesting." Duke grinned. "This outta be good."

"There's only six of them, which of us are gonna play?" Todd asked Althea.

"Let's see…I'll play and I'll take Lance, Fred, Pietro…No offense Toddles, but you do get your tongue stuck to ice a lot."

"Can I help?" Tabby asked. "I'm a Misfit too, for a while anyway, and I love hockey!"

"Sounds good." Althea agreed. "Your in. We still need a sixth. Rahne, do you want to join in?" Rahne shook her head.

"I've never played before." She demurred.

"I guess I'll join you guys." Angelica stepped forward.

"You guys get suited up and we'll start in five minutes." Wildwing said.

&&&

The Insecticons carried the X-Jet back over land and dropped it none too gently on the ground in the middle of a scrap yard. The X-Men, woozy and weak-kneed, crawled more than walked out of the jet.

"Land, sweet beautiful land!" Sooraya nearly wept as she disembarked.

"Next time I'll fly by myself." Lina moaned. "It's safer!"

A sudden rumbling noise interrupted them. "What's the noise?" Scott asked as he whirled around, one hand reaching for his visor.

"Relax." Kickback waved. "It's just Bombshell's stomach."

"Yeah, that's the trouble with SUVs. You eat a whole lot full of them and an hour later you're out of energy again!" Bombshell complained.

"Look don't think we're not grateful for you big bugs for, like, saving us and whatever but why'd you do it?" Kitty asked.

"Aren't you Insecticons allies of the Decepticons?" Lina inquired. "Why'd you help us?"

"And why are the Decepticons after us?" Scott added.

"What, now our enemies have to have a **reason** for trying to kill us?" Rogue snorted.

"Yeah, why start now?" Remy agreed.

"Well, what did we X-Men ever do to you Transformers? We've never even met you!" Kurt protested.

"What about the time Rahne, Catseye, and Old Lace helped stop their invasion of Disneyland?" Lina asked.

"Shhhh!" Peter shushed her.

"We actually **don't** care about you fleshbags as a rule, as a rule." Shrapnel said to Scott. "I mean, all you squishies look alike to us, to us. Do you really think we're gonna single out any one group for a squashing, squashing?"

"Then what was **that** all about?" Jean demanded, indicating the shot up X-Jet behind them.

"I'll explain…having Shrapnel do it will take too long." Kickback commented, ignoring Shrapnel's glare. "It all started about a day ago. We raided some high-tech robotics place for spare parts and resources."

"Maybe Megatron was in the market for another robot ninja." Bombshell quipped.

"Robot ninja?" Scott asked with a raised eyebrow.

"Don't ask." Kickback commented. "Anyway, we heard a rumor about some new computer chip that'll increase any machine's energy output. So of course Megatron wants to steal it before it's tested or anything."

"Let's just say that Megatron isn't operating with a complete system." Bombshell sniggered at the X-Men's disbelieving expressions.

"Not that he ever is, ever is." Shrapnel agreed.

"So we get there, mass produce the chip and install them and wouldn't you know—the whole stupid thing's a trap?" Kickback snorted. "Some squishee running low on logic circuits used them to take over the entire Decepticon army!"

"But why aren't you affected?" Amira asked.

"I produce cerebro-shells that allow me to take control of other Transformers and machines and Shrapnel can use his electrical powers to do the same." Bombshell explained. "We're naturally immune. We freed Kickback and then left before Megatron could scrap us!"

"Which isn't that unusual, but the fact that he didn't scream and rant while doing it **was**." Kickback added. "So we skedaddled. Whoever took over the Decepticons is the one that wants you off-lined, **not** us."

"And we figured that if he wants you fleshies scrapped then we should make it our business to make sure you stay alive…for now." Bombshell chuckled.

"That and the fact that generally screwing up Megatron's plans and messing with the Screamer is enjoyment enough, enough." Shrapnel added.

"Plus we were bored." Kickback shrugged.

"Whose behind this? Cobra?" Lina asked. Kickback shook his head.

"Nah, we have a deal with Cobra. They don't bother us, we don't sit on them." Kickback explained.

"So don't keep us in suspense, who took over the Decepticons?" Rogue demanded.

"We don't know." Bombshell grunted. "The fleshie that did it isn't in any of my databanks and all you humans look alike to us, remember?"

"And I can't scan them to figure out who it was either." Jean groaned. "They're brains are computers, not minds."

"Ditto here." Rogue sighed.

"So we're stuck." Scott growled. "Great." Amira just barked laughter. "Glad you find this so funny al-Rakasa." He glared at her.

"I can't believe no one's figured it out yet." Amira giggled.

"Figured out what?" Jean demanded.

"They're **machines**, objects!" She laughed. "So think for a moment, if it won't break anything. Who here has the power to read the past of objects?"

"Oh, duh!" Kitty slapped her head. "Hindsight!"

"It is twenty-twenty." Amira snickered.

"Enough." Scott told her. "Do you think you can do it?" He asked Gilaad.

"I guess so, but how will I know the guy we're looking for?" Gilaad replied.

"I'll stay in telepathic contact with you and transfer what you see to the others." Jean answered.

"Okay." Gilaad sighed as he took off his glove and placed his hand with his third eye on the closest Insecticon—Kickback. Gilaad closed his other two eyes and concentrated, trying to seek out the past of where the Insecticon had been.

It wasn't easy. Kickback—like the other Transformers—was several million years old. If Gilaad went too far in the past then he might get his mind lost in the past. Gilaad went back slowly, soon he found himself seeing what had occurred yesterday. The raid on the factory, the trap. A man walked out to inspect the Transformers as they stood silently under his control. Gilaad didn't recognize him, but Jean did.

"Trask." Jean said as she opened her eyes. "Bolivar Trask."

&&&

As Rahne, Justin, and the other Misfits took their seats in the empty stands, the Misfits and Mighty Ducks skated out onto the ice.

"This is going to be interesting." Shane predicted.

"I'm counting on it bubby!" A rotund man in a business suit and ponytail exclaimed.

"Who are you?" Rahne asked.

"I'm Phil Pomfeather." He said.

"Well someone has to be." Wanda philosophized.

"I'm the duck's agent." Phil explained. "And I—er, we—are going to make so much money off the tapes of this! The Misfits—elite team of teenage mutants of the US Army vs. the Mighty Ducks. You can't buy promotions like this!"

"There's a reason." Shane groaned. The two teams lined up for the face off, with Phil dropping the puck to start the match. The Ducks got the puck first.

Nosedive skated across the ice like a dervish, cradling the puck close to him as he homed in on the Misfits' goal where Lance stood. Pietro sped off after him.

"Coming through!" Nosedive called.

"Buzz off bird-boy!" Pietro snapped as he tried to steal the puck. The two egomaniacs wrestled with their sticks and ended up crashing into the Misfit net, bowling Lance over. The puck, however, lay out on the open ice for anyone to get.

"Oh man would you look at that giant!" Rahne said as she pointed at a gargantuan Mighty Duck. "How can the ice even support him? He's as big as Fred!"

"In hockey, all things are possible." Check "Grin" Hardwing said as he skated towards the puck, Fred was the Misfit closest to the puck, also skated towards it. The two collided with a bone-jarring crash. Everyone winced in sympathy as the two giants fell on the ice.

"Pain is an illusion." Grin rumbled stoically as he and Fred lay prone on the ice. "An illusion that really, **really** hurts!"

"I always preferred Magic Eye myself." Fred moaned.

Tanya Vanderflock, the technophile of the Ducks intercepted the puck and after nimbly avoiding Althea, passed it on to Duke. Tabby skated up to him and made a move to steal it. Duke turned suddenly and sped away.

"Sorry kid, but you have to do better than that to get the best of Duke L'Orange, most notorious thief on Puckworld and leader of the Brotherhood of the Blade!" Duke laughed as he skated away.

"You're not the only one who was brought up to be a thief!" Tabby called as she skated towards the Ducks' goal. Duke looked down to see one of Tabitha's yellow time bombs nestled against his hockey stick.

"Oh—" Duke winced as it exploded, knocking the thief on his tail feathers. Tabby passed the puck to Althea, who skated up towards the Duck's goal, guarded by Wildwing.

"Let's rock!" Lance crowed as he created a small tremor.

"Hey, be careful with those!" Angelica yelped as she fell down and in her excitement, accidentally heated up. "Uh-oh."

"Yeah, let's burn down the house!" Pyro shouted in excitement as he started making messages out of the flames 'Go Misfits!' 'Cook the Ducks!' 'Angelica You Light My Fire!' 'Hunka Hunka Burning Angelica!' and so on.

Between the tremors, the extreme heat and weight of the players the ice rink melted and the Mifits and Mighty Ducks soon found themselves treading water.

"Great, game called on account of stupidity." Mallory said as she spat out water.

"Who says?" Althea asked.

"Look, you kids have played a good game, but are you familiar with the expression to take to something like ducks to water?" Wildwing asked her. Althea grinned cheekily.

"Yeah but they should change that to like a mermaid to water!" Using her hydrokinetic powers, Althea created a small waterspout with the puck bouncing on top of it. Grabbing her hockey stick, Althea swung with all her might before Wildwing could stop her. The puck sailed across the water and into the still floating Duck goal.

The buzzer sounded.

"All right! We won!" Fred said as he pumped his fist into the air then regretted it as he sank like a stone. He swam back up in a minute like a floundering whale.

"Okay, so you won. What do you need us for?" Wildwing asked. Althea briefly explained their situation as they climbed out of the water. Wildwing smiled behind his mask. "Is that all? Althea, flying to the moon and beating up a race of lizards are what we do best."

&&&


	35. Chapter 35

A/N: Sorry for the super-long delay! Real-life went and kicked me in the butt so I fell more than a little behind. Sorry about that.

&&&

In space no one can hear you scream. **Whining** on the other hand…

"Are we there yet?" Tabitha asked for the nineteenth time.

"We'll get there when we get there!" Mallory snapped from the controls of the Duck's Areowing.

"How can you be so blasie?" Rahne asked her. "We're in space! Do you know how few people get to do this?"

"After everything we've been through I've been expecting this for a while." Tabby explained. "It's just not that impressive."

"Yeah we're just flying through nothing and also nothing." Wanda agreed. "Kinda like flying through Pietro's head."

"Hey!" Pietro protested as he started to undo his seat restraint.

"Don't make me come back there!" Wildwing shouted back. "Or make me send Grin back there!"

"We'll be good." Pietro gulped as Grin turned his head and looked at him severely.

"First time for everything." Tabby noted.

"Target dead ahead," Duke L'Orange said as they bore down on the crashed space ship on the moon that the Snarks had taken to infest.

"So how do we get inside?" Rahne asked.

"Yeah! Teleporters, docking bay, give us a hint!" Todd prodded.

"Just hang on." Wildwing said as he braced himself. The Snark craft loomed larger and larger ahead of them.

"You're not serious." Althea looked at him in amazement.

"Try me." Wildwing grimaced.

"Woo-hoo! This is gonna be one 'dacious landing!" Nosedive screamed as the Aerowing crashed inthrough the side of the ship.

"Systems functioning." Tanya reported. "The hull was weakened enough so we could plough through without any real damage. Unless you count the paint job."

"All right team, let's go get what we're here for. Where would the files be?" Wildwing asked.

"Main bridge." Tanya answered. "But we'll need a distraction."

"That's where we'll come in." Wildwing decided. "Misfits, you go to the bridge and get the information we're here for. We'll go to engineering and create a distraction to lure the Snarks off the bridge. Wait five minutes."

"Aww…I hate waiting!" Pyro whined as the Mighty Ducks took off.

"Just think of something pointless to distract yourself." Angelica groaned. "You do it easily enough back home."

"Ah let's just get to the bridge. Maybe they'll be one or two lizard guys we can beat up." Todd said. "Er, no offense Xi."

"None taken. After all, I am not a guy."

"Moving on." Althea said as she groaned. When they got to the bridge the Misfits found it empty. "Trinity, get all the files on Reptilon!"

"On it!" The triplets chirped. "We'll take this and that and some of these…" They muttered as they poured over the files. Then their faces turned pale and their mouths hung open in shock.

"What? What did you find?" Rahne asked them.

"We…we found the files on Reptilon's destruction." Brittany said hoarsely.

"Well, don't keep us in suspense, what happened?" Fred asked.

"It was—" A monitor flared into life. It showed the Mighty Ducks in a pitched fight with the Snarks in engineering. The Ducks were outnumbered.

"We have to help them somehow!" Lance said.

"Allow me." Todd said as he touched an intercom button on the wall. "Guess where I am. I'm on your bridge. Me and my friends are gonna steal your files and escape. YOU BIG FATHEAD! FATTY FATTY CHUNKY CHUNKY SCALEFACE!

"Your deaths will be very painful." The Snark Commander hissed over the intercom.

"Toad, you just insulted the Snark Commander and gave him our exact location!" Rahne pointed out.

"What was the point, Toddles? What's your plan?" Althea asked. Todd chewed his lip for a moment as he thought.

"Okay, I know you're gonna be mad but I forgot the rest of my plan."

"Oh the heck with it, let's just beat the Snarks up and leave!" Wanda grumbled.

"Sounds good." Tabby agreed.

&&&

"Trask." Scott groaned as he slapped his forehead. "It would be Trask. Who else is **that** obsessed with giant robots?"

"The Japanese?" Rogue suggested. "But seriously, can you stop that? We're supposed to be here on a **stealth** mission." She hissed. The X-Men and the Insecticons had flown to the factory where the Decepticons had been taken over. Surprise surprise, it was also a Sentinel producing plant owned by one Bolivar Trask.

"I thought you said you could pick any lock!" Kurt said as he frowned at Remy, who was attempting to open one of the side doors.

"Remy can, just keep your fur on _homme_." Remy snapped back. "Besides, what's the rush?"

"Um, friends?" Sooraya asked as she pointed up. "We are no longer alone."

"Oh no." Amira groaned as everyone looked up. "It's raining robots!"

"Ah hell!" Bobby gulped.

"Get them!" Scott ordered as he fired an optic blast at Megatron, the leader of the Decepticons. Megatron scarcely even noticed the attack.

"If it's firepower you want fleshling, have a taste of this!" Megatron fired his main cannon at the X-Men. Jean barely had time to throw up a telekinetic shield to protect them. She staggered under the impact and the ground outside the shield withered and blackened under the power of the blast.

"Split up, don't give them an obvious target!" Scott shouted as he fired another blast at the Decepticons.

"Rumble, eject. Operation: termination." Soundwave intoned as he launched a cassette from his chest cavity. It unfolded into a smaller robot that landed in front of Scott.

"Hope you brought your dancing shoes because its time to rock and roll!" Rumble leered as he transformed his arms into pile-drivers and started banging away at the ground, creating a crevice that opened up right under Scott's feet.

"Yeeow!" Scott gulped as he clung to the edge precariously, nearly falling in. "I've so had it with little punks who create earthquakes!" He snapped as he fired another optic blast right at Rumble. It struck the little cassette-bot right in the chest, bowling him over.

Lina panted as she beat her wings as fast as she could, pursued by the three Decepticon jets.

"I better get some window-wipers installed." Starscream sneered as he closed on her. "Because I'm about to get some bug splattered on my canopy!"

Lina closed her eyes as she woved to oneside, narrowly avoiding being hit. Unfortunately she was caught up in Starscream's thruster wash and dragged along. She blindly reached out to hold onto something and ended up grabbing his fuselage. She clung on for dear life.

"Oh god oh god oh god." She said as she kept he eyes closed.

"Hey Screamer looks like you've got an infestation!" Skywarp jeered.

"Perhaps he **IS** an infestation." Thundercracker added.

Summoning up her courage, Lina opened her eyes and crawled to Starscream's thrusters and filled them with her webbing, clogging them.

"What?" Starscream screeched as he plummeted from the air. "What's going on?" Lina leaped off and flew away just as Starscream had a swift and painful reunion with the ground.

Kickback and Shrapnel flew up into the air and landed on Skywarp and Thundercracker. "Let's play chicken!" Kickback hooted as he grabbed onto Skywarp and steered him towards Thundercracker.

"You're on, on!" Shrapnel tossed back as he grabbed Thundercracker and steered the hapless jet right back at Skywarp. Just before impact, the two Insecticons jumped off leaving the two Decepticons to crash into each other.

"And what am I supposed to be doing?" Gilaad shouted at no one in particular. His powers weren't of particular use here.

"Same thing I'm doing!" Amira shouted as she ran, jumped, and cartwheeled all over the place.

"What's that?" Gilaad shouted.

"Trying not to get stepped on!" Gilaad felt a shadow loom overhead and cursed as he dove out of the way, only narrowly avoiding becoming an Israeli pancake.

"Unbelievable." Megatron snarled in disgust as his army was being beaten by organics one-tenth the size of any Cybertronian. "I'll finish this myself!" He swung his canon at the closest X-Man he saw, which was Jean. She was busy telekinetically tossing around Soundwave and Astrotrain so she failed to notice the danger. "Farewell meatbag."

"**NO**!" Sooraya shouted as she exploded into a whirlwind of sand. Sweeping loose sand and dust up in her wake, she surrounded and engulfed the Decepticon leader. Sooraya struck at the one place where the robots were weakest: their moving parts. No matter how advanced the technology was sand in the gears and relays would halt even the mightest machines.

Megatron was barely capable of moving his limbs, his every motion seemed exagerratedly difficult. Bobby took the opportunity to freeze Megatron's joints, allowing Sooraya to reform herself.

Rogue bobbed and weaved, avoiding blasts of lasers as she flew toward her target. "Hey Mega-Breath! Think fast!" Megatron barely had time to turn before Rogue plowed into his chest, denting the metal inward with the force of her impact. Megatron started to lean and then fell backwards. The impact shook the ground beneath the X-Mens' feet.

"Hey bug-bots!" Rogue shouted at the Insecticons. "Whatever it is you're planning on doing, **do** it!"

"Bossy little fleshie, isn't she?" Bombshell rumbled. Shrapnel shrugged.

"Still, might as well do it, do it." Shrapnel used his antennae to summon forth gigantic bolts of lightning as Bombshell rained down his cerebro-shells onto the entire Decepticon army. Shrapnel directed the lightning down onto the shells, overloading the circuitry of the Decepticons and wrecking havoc with what Trask used to control them.

"Well that seemd to go all right." Peter noted as the Decepticons toppled over.

"I don't know." Gilaad asked as he looked around. "If this Trask guy was involved, don't you think he'd have had some back-up plan?"

"I did." A voice boomed from a PA system from deep within the factory.

"Trask." Scott growled. "Where are you hiding you creep?" Trask didn't answer. He simply pressed a button on his console. The main factory doors opened up and an army of Sentinels came flying out.

"I'd say something pithy and cutting to you freaks." Trask said. "But there's really no point as you're all about to die. Goodbye and good riddance freaks."

"**TRASK**!" A voice like a bull roar came from behind them. The X-Men whirled, seeing Megatron and the Decepticons rise slowly from the ground.

"Nobody….Nobody controls **Megatron**!" Megatron hollered, his optics bright red with fury. "Decepticons! Destroy those walking scrap piles and bring me Trask's head!" With savage relish, Megatron punctuated his command with a blast with his fusion canon that reduced a Sentinel to molten slag.

"Yikes." Kitty blinked as she saw the Sentinel melt before her eyes. "Like, what should we do?"

"Keep out of the way!" Amira shouted and Scott saw no need to contradict her.

"Let them slug it out!" Scott shouted to the already exhausted X-Men as they vacated the field.

So began the mighty clash of the robotic titans…alien Cybertronians versus human-made Sentinels. The Sentinels outnumbered the Decepticons by about three to one. It was the most one sided slaughter the X-Men had ever seen.

"I haven't this much fun in four million years!" Bonecrusher, one of the Constructicons said as he and another Constructicon, Mixmaster, each grabbed a Sentinel's arm and pulled as if it were a giant wishbone. The Sentinel was torn in half.

"DIE!" Starscream shouted as he blasted away at a Sentinel. The hapless machine, a tinker-toy compared to the complex Cybtertronian, whithered and fell under the barrage. "How do you feel, mighty Sentinel?" Starscream sneered in contempt.

"This unit…_bzzzt_!...still functions." The Sentinel droned as it lay prone on the ground. It tried to push itself back up but Starscream wasn't about to give it the chance.

"Wanna bet?" Starscream grinned as he placed the barrel of his null ray behind the Sentinel's head and dispatched him, executioner style. Elsewhere, Scrapper punched another Sentinel in the face with such force that it simply caved in under the blow. The Insecticons were leaping from Sentinel to Sentinel blasting away. Sometimes they would pause for a minute on one hapless machine to either take a bite out of it or simply laugh as it pitifully tried to swipe them off.

But no one was more in his element than Megatron. Furious at being used, he was blasting away at every Sentinel he saw, more than once coming periously close to blasting his own troops.

The X-Men were shouting encouragements at the Decepticons.

"You can do it, smash those tin cans! Er, I mean those _other_ tin cans!" Remy shouted.

"Hit 'em again! Hit 'em again!" Kurt and Kitty chanted. "Harder! **Harder**!"

"As an X-Men it feels wrong cheering on the forces of evil." Scott confided to Jean. "But as a mutant…I just can't argue with this." He added as another Sentinel was pounded into scrap. Within minutes, every Sentinel on the field lay in pieces.

In a pique of spite, Megatron stomped around crushing every Sentinel head under his foot. "Where are you human? Come out here and join your creations!" Megatron screamed as he tore into the factory with his bare hands.

Trask meanwhile had started to make good his escape when the Decepticons started battling the Sentinels. "Dr. Braxis was right we shouldn't get involved with alien robots!" Trask cursed as he ran. "Now I have to get out of here before…**yikes**!" He yelped as he found himself hanging upside down.

"Look what I found!" Bombshell called as he held onto Trask by his ankle. The X-Men got there first.

"Trask. You are so **dead**." Rogue seethed. "It wasn't enough that you had to keep attacking us with your robots, you actually had to try to take over **alien** robots?"

"We ought to just let Megatron **have** him." Peter grunted. "It'll be far worse than anything we could do."

"Yeah and you squishes probably wouldn't like seeing him get smashed into a fine pate…hello? What have we here?" Bombshell wondered as he picked something off of the back of Trask's neck. Trask immediately passed out. "This looks a lot like the circuitry he used to control the Decepticons." Bombshell noted.

"But wait…if the Decepticons were controlled by Trask and Trask was being controlled too, then who—" Kurt never got to finish the question. The earth under their feet started to shake. A massive clenched fist burst its way through the ground. It was soon followed by a Sentinel, larger than any they've ever seen rising from the Earth.

"I am **Mastermold**!" It intoned. "I controlled Trask because he was flawed, as all humans are flawed. To eradicate all mutants, as is my purpose, I must eliminate all humans. The Decepticons were a means to that end. Now I will simply destroy all of you!"

"Constructions! You know what to do!" Megatron ordered to six yellow-green Decepticons that turned into construction vehicles.

"Mastermold thinks that he can stand against us, it's his termination." Scrapper growled as he punched his fist into this palm. "No one can stand against our gestalt!"

"Then I say we unite!" Hook said.

"What and go on strike?" Gilaad wondered. His confusion was soon erased as the six Constructions transformed and merged into a giant Transformer that dwarfed the ordinary Decepticons and Sentinels just as easily as they dwarfed humans. It rivaled Mastermold in sheer size.

"I am…**Devastator**!"

**A/N: Coming up next: MASTERMOLD…VERSUS…DEVASTATOR! Place your bets!**


	36. Chapter 36

**A/N: Sorry for the delay! Next chapter is up and a big hand to Red Witch and RogueFan for their recent--and superb--chapters!**

&&&

"Roast them!" The Snark Commander bellowed as his troops surrounded the Mighty Ducks. "Roast those ducks!"

"Man that is getting **so** old…" Nosedive groaned as he fired his puck launcher at the Snarks.

"We could use a little help about now." Duke grunted as he swung his sword, disarming another Snark. "Where are those kids?"

"Waiting for the perfect set-up line!" Pietro responded as he ran into the room and stopped right in front of the Snarks. "Oh look! Premade leather hand bags on display!"

"Get him!" The Snark Commander bellowed. As the Snarks readied their weapons they suddenly found them slashed as Xi had taken the opportunity to tear them apart with his claws as they were distracted. "Uh-oh."

"Grrr." Rahne growled as she turned into a wolf and ran for the Snark Commander. Her jaws opened wide she leapt and…

"**YEEOOOWWW**!" The Snark Commander shouted as he grabbed at his backside. "My **tail**!" Sure enough, Rahne sat there on the floor gnawing on the Snark Commander's severed, twitching tail.

"Todd, you're up!" Althea shouted.

"Oh no, no the slimy amphibian!" The Commander groaned as Todd hopped up.

"Death by snicker-snack!" Toad let loose with a volley of slime that knocked the Snarks over.

"Beat it everyone! Back to the ship!" Althea shouted as the Mighty Ducks and Misfits scrambled back. "Tabby with me!"

"Gotcha!" Tabby said as she prepped some time bombs. Althea generated a wave of water that knocked the Snarks down another corridor and Tabby tossed her bombs into the wave. "Now what?"

"Now we run!" Althea shouted as they ran back for the others at the Aerowing.

"Nice of you to join us." Wildwing commented as the two girls clambered aboard. "Now let's go!"

"Oh man that was too fun!" Nosedive laughed as the Aerowing sped away for Earth. "Saurians or Snarks, no lizards can stop the Mighty Ducks!"

"You **do** remember that the data we risked our lives for was to help **another** lizard race, right?" Mallory asked with a quirked brow.

"Technically dinosaurs aren't lizarsds. Reptiles yes, but—" Tanya started.

"Speaking of the data." Wildwing interrupted, not really interested in hearing an overlong explanation. "What did you find Althea? Althea?" He asked again when he didn't get an answer. He spun around in his seat and found Althea staring at a console with the data with an expression of pure dread. Her face was pale and clammy, her breathing choked.

"Althea?" Rahne asked her, tapping her shoulder. "What did you find?"

"A nightmare," Althea whispered in horror. "Wildwing, call a meeting."

"Of who?" He asked in confusion.

"Everyone." Althea clarified. "Contact the Men In Black have them gather representatives of every extraterrestrial group on Earth and I mean **all** of them. You, the Dinosaucers, the Gobots, the Transformers, and Justice Leaguers from space…all of them! Anyone with any connections off-world, get them. **Now**."

"Is it that bad?" Wildwing asked softly in the dead silence that emerged

"No." Althea said flatly. "It's worse."

&&&

The two gigantic robots charged towards each other like a pair of trains on a collision course. Devastator idly stepped on one of the last remaining Sentinels, crushing down on its head and flattening the entire robot down like a beer can on a frat boy's head.

"Mazeltov!" Gilaad called out. When Devastator and Mastermold finally collided with an explosive CLANG! It jarred the ground beneath the feet of the X-Men.

The two monstrous machines pummeled each other with as much force as they could muster. Devastator slugged Mastermold in the stomach and Mastermold brought his clenched hands down on Devastator's head.

"Well," Remy said as the titans duked it out. "If Jamie were here he'd start a betting pool."

"I'd put my money on the super-Sentinel there." Kurt pointed.

"After the way the Decepticons tore through the normal Sentinels?" Rogue snorted. "Not a chance. I'm with Devastator all the way."

"You do realize that no matter which one of them wins, they'll turn on us next?" Lina asked. "Mastermold is programmed to destroy mutants and the Decepticons hate all humans on principle."

"Yeah, this is kind of a lose-lose scenario isn't it?" Gilaad mused.

"At least we get to watch a great show," Bobby pointed out. "And make some money on the side. I've got ten on Mastermold."

"You're on!" Rina accepted.

"Unbelievable." Scott shook his head. Then he spied the remains of Trask's lab. "We might as well hold up in there until the fighting stops. And bring Trask!"

As the X-Men scurried into the lab, Devastator gained the upper hand. Literally. With a grunt and a pull, Devastator succeeded in tearing off Mastermold's left arm.

"Assessing damage: Damage is minor." Mastermold intoned.

"Minor damage?" Devastator sounded incredulous. "Your arm's off! Look!" He said waving Mastermold's severed arm as evidence.

"That damage will prove no hindrance in this battle." Mastermold claimed.

"You liar." Devastator retorted as he smacked Mastermold with his own detached arm. Mastermold slugged Devastator in the gut and followed with an uppercut to the jaw.

"This fight…is not over."

&&&

"This is a problem." Peter observed as the X-Men (plus Trask) took shelter in the remains of Trask's lab. "They are too big and causing too much damage. If we try to leave…"

"We become mutant pancakes." Kurt gulped.

"Start looking around for any other exits, especially concealed and hidden ones." Scott ordered. "Trask probably has a secret escape route or some such."

"Ugh, how clichéd can one man get?" Rogue shook her head.

"How do you know?" Jean asked Scott.

"Because Trask is a coward." Scott said bluntly. "He wouldn't build a base without a rathole big enough for him to scurry out of."

"Instead of wasting time tearing what's left of this place apart, I've got a better—if more disgusting—idea." Rogue pointed out as she removed her glove and not too gently flicked the bigoted dolts head with her finger. "Yuck." Rogue winced as she absorbed his memories. "I hate absorbing the memories of creeps."

"Anything useful, cher?" Remy asked. Rogue grinned in a way that made her whole face light up.

"Oh yeah…" She grinned. "Follow me!" The others followed her as she dashed down a corridor to a locked room. Of course, with her superstrength, it didn't stay locked for long. Inside was a pair of capsules, each one was large enough to hold a person in.

"What is this place?" Lina wondered as she looked around. Rogue didn't answer, she just used her borrowed memories to press some buttons on a control console next to the capsules. The glass slid down, revealing two figures one in red armor and the other in blue.

"This was Trask's next experiment, humanoid robots to act as the next generation of Sentinels." Rogue explained as her fingers flew over the controls. "He called them reploids, complete with human faces as a sign of who was in charge. They were programmed to destroy mutants. But now…" Rogue grinned as she finished. "They're programmed to help mutants…and all humankind."

The two humanoid robots opened their eyes and stepped out of the capsules. The red one stepped out first. He was built with long, flowing gold hair and green spheres embedded in his chest. A large triangular blue gem was embedded in the center of his helmet. With a flick of his fingers, he activated a glowing lightsaber.

The blue one stepped out next. His right arm ended in a large particle cannon. He gave a mischievous grin to the X-Men.

"X and Zero, reporting for duty."

&&&


	37. Chapter 37

It was about a week since Althea had put out the call for a gathering of all the extraterrestrials on Earth. Understandably it was taking a while given the logistics and security measures involved for such a gathering. Meanwhile there was nothing for the Misfits to do but wait…and occasionally glue feathers to Beachhead's mask. Hey, everyone deals with killing time in their own way.

But all that changed when General Hawk came to Misfit Manor one day with a mission that took them straight to a place where mutants, conservatives, and Yankee fans dread: Boston.

"Okay, listen up!" Althea ordered. "According to the report Trinity picked up on their scanner the police suspect that one of the abandoned buildings here is being used as a refuge for runaway mutants. Boston has a pretty racist streak, which is why the mutants here are being so secretive. We have to go and find them before the Friends of Humanity or any other hate group or mob attacks them."

"Let's just find the place and then get lunch. I'm hungry!" Fred said.

"There's a shocker." Pietro rolled his eyes.

As the Misfits walked through the abandoned street Xi suddenly froze.

"Xi? What is it?" Althea asked.

"We have company."

"Where?"

"All around us!" Xi hissed.

"Over there!" Lance called as he pointed at someone in a trench coat and a battered old hat emerged in front of them.

"And there!" Pyro added another two similarly dressed people appeared on their left. Several more arrived, surrounding the Misfits.

"Who are you?" Wanda called.

"Your worst nightmare." The one in front said in a deep, malevolent voice as he tossed off his hat and shucked his trench coat, revealing a midnight black shadow form underneath.

"Ebon," Althea said, recognizing the Bang Baby almost immediately from the battle at Sky High. "Long time no see. Have you found yourself another gang to run?"

Being without a mouth, Ebon couldn't smile but the tone in his voice more than made up for the lack. "After a fashion. Allow me to introduce my associates, some of whom I'm sure you recall." Ebon said as he waved his hand at the others, who also removed their trench coats revealing the red and white uniforms of the Hellions.

"Quentin Quire, a.k.a. Kid Omega." Ebon started, indicating a malevolent looking purple-haired boy with a Hitler-like hair cut. "Baran Flinders, better known as Mammoth formerly of the HIVE Academy." A large, vaguely animal-looking teen glowered at the Misfits. "And Manuel Alfonso Rodrigo de la Rocha, also called Empath."

"Haven't seen him in a while." Tabitha's eyes narrowed. "I thought you were with the original Hellions."

"Things change." Empath sneered.

"Nice to see you catching up on old times." Ebon said. "Allow me to introduce the last two members of the New Hellions, Laurie Garrison a.k.a. Wallflower and Julian Keller a.k.a. Scion. She's the daughter of a prominent member of the Hellfire Club and he's an up and coming prodigy in the Hellions."

"What do you creeps want?" Althea asked.

"Simple." Ebon said reasonably. "We intend to kill you."

"We're not about to be beaten by knock-offs!" Lance snarled. "Bring it on!"

"I don't think that will be necessary. In fact, I think you'll simply surrender." Wallflower sneered as she released pheromones into the air which filled the Misfits with a terrible, uncontrollable fear.

"No…stop…" Althea said her face pale and sweating.

"Make it stop! Make it stop!" Pietro pleaded.

"That's right, feel the fear. Feel the fear!" Wallflower cackled.

"Good lord I think I love that girl." Empath snickered. Unfortunately for the Hellions, in her unthinking panic Wanda accidentally released her hexbolts in all directions striking (among other things) a fire hydrant. The water gushed up into the air and rained down upon the Misfits. The water not only cleared the air of pheromones, it gave Althea a chance to do what she did best.

"Nobody screws with my feelings!" Althea shouted as she sent a burst of water at Wallflower, knocking the Hellion girl away. Then the battle was joined.

Mammoth and Fred rushed at each other, with Mammoth being the one who went flying. Kid Omega attempted to use his telepathy against the Misfits but not being that familiar with them, made the mistake of reading Pyro's mind.

"Arrgh!" Quentin shouted as he grabbed his head. "Pineapples! PINEAPPLES!" Pietro and Wanda took advantage of his distraction and ran up to him.

"Wonder twin powers, activate!" Pietro said as he smacked Quentin in the face.

"Form of…kicking your ass!" Wanda shouted as she did just what she said she would.

Empath gulped at the sight. "Better him than me." He said. Then he noticed something yellow and round rolled next to his foot. "Oh no!" Empath shouted as he leapt away just as Tabby's time bomb exploded.

"Get back here!" Tabby shouted as she hurled bomb after bomb at Empath. Ebon loomed and attempted to envelope the Misfits, but was hurled back by Wanda's hexbolts. Scion used his telekinesis to fly into the air and hurled cars at the Misfits. Trinity responded with psychic lightning.

Rahne transformed into a wolf and was about to head into the fray when she caught a faint scent. Almost without realizing it Rahne started to follow it, away from the fight and down the block to a run down building that looked as though a stiff breeze could knock it over. She made her way through the broken door and into the house.

"Hello?" Rahne called as she shifted back to her human self and started to wander about. "Is anyone here?"

"Rahne? You in here?" Tabby asked as she and the Misfits walked in. "Why'd you leave? The fight was just getting good!"

"Remind me to tell you what Todd did to Empath before the Hellions ran away." Althea snickered.

"I think there's someone in here." Rahne answered. As her eyes adjusted to the dark, Rahne finally noticed someone lying prone on the floor, unconscious.

"Somebody call Lifeline, tell him we're bringing someone directly to the infirmary." Althea ordered as they hurried over. It was a young woman, naked and beaten. She had bluish-black bruises all over her body, including one right over her eye, which was swollen shut.

Rahne took a slow step forward then paused when she felt something moving underneath her foot. She lifted her foot and found she had trod upon what looked like a tail. The victim stirred slightly and slowly pushed her long purple hair out of her face. Rahne gasped as she took in the tail, the hair, and the face. Even battered and bruised, she'd know it anywhere.

"No…" She said in horror. The victim looked up at her with her one open eye.

"F-furfriend?" She whispered piteously before passing out.

It was Catseye.


	38. Chapter 38

About an hour later, General Hawk was in a meeting with Duke and Beachhead. "So they found Catseye in that state? In Emma Frost's own town?"

"That's right General." Duke confirmed his mouth twisted downwards. "She'd been gone over pretty badly. The Doc and Lifeline are still checking her over now."

"Do you think Frost could've been behind this?" Hawk asked Beachhead.

"As loathe as I am to credit Frosty the Snow Bitch with anything even approaching human decency, I'm inclined to say no." He said finally. "Rahne is convinced that Emma really loves Catseye and would never do this to her. Besides, if Emma was going to do it I doubt she'd still be alive. To me, this sounds more like an attack on Emma."

"You think someone decided to send Frost a message by assaulting her daughter?" Hawk said in disgust. Beachhead nodded.

"Basically. That's the kind of crowd she runs in after all."

"Charming." Duke muttered. "Perhaps we better ask Catseye herself if there are any power struggles going on in the Hellfire Club."

Hawk's answer was cut off by Bree slamming his door open. "We've got a situation General," She said without preamble. "Catseye's tearing apart the infirmary she's not letting anyone get near her!"

"Damn." Hawk muttered as he got up. "I wish Dragonfly was still here. Get the Misfits down to the Infirmary. See if Rahne can talk her down."

"How do you expect her to talk down a girl who can turn into a tiger?" Beachhead demanded.

"Tiger?" Duke looked at Beachhead. "She turns into a panther!"

"I thought it was a lion." Bree said. "The mane makes it a little obvious."

"But she's a girl, only male lions have manes." Hawk pointed out. He shook his head. "Never mind! Just get someone down there before I lose my mind."

&&&

Within minutes, Rahne and the Misfits were watching Catseye as she tore apart her room. Inside tables and beds were overturned and a bedpan clattered against the window.

Doc and Lifeline stood panting outside the door, their white coats torn and scratched.

"Man she's really lost it." Todd observed as an IV bag splattered against the window.

"We couldn't even examine her!" Doc exclaimed. "As soon as she regained consciousness she transformed and started ripping everything to shreds—including us!"

"I think I can use my abilities to calm her down and get her to rest—" Lifeline said to Rahne, "But I need you to convince her to morph back to her human form in order to do it."

"Not going to be easy." Rahne noted. "Catseye looks pretty out of it. I think her feral side's in control here."

"Well if anyone can calm her down it's you. She trusts you." Althea reminded her. Rahne took a deep breath.

"Okay. Here I go."

"Good-luck." Althea said as she opened the door to let Rahne in. The other Misfits offered their support, except Pietro who commented that it was better her than him.

Rahne stepped inside and stopped short when Catseye looked at her and snarled. "Sharon, it's okay. It's me, Rahne remember? I'm your friend, your 'furfriend.' " Catseye just growled and began prowling around Rahne. Being able to turn into a predator herself, Rahne knew that wasn't a good sign.

"Sharon…" Rahne started again. "What happened to you? This isn't you: why are you letting your instincts take over. You're not a wild animal please…we just want to help you."

Catseye arched her back and growled and it was then that Rahne knew what she had to do. "Okay Sharon, I hate to do this but you've left me no choice." Rahne's body started to become covered with russet covered fur and fell forward as she turned into a wolf.

"This is going to be good." Pietro observed as Rahne arched her back and traded growls and snarls with Catseye.

"You're an idiot you tool." Wanda snapped at him. "Catseye's hurt and now two friends have to fight each other."

"Yeah…who's got the odds going on Rahney McBreastless beating Sharon daughter of the Bitch-Goddess?" Pietro asked.

"Speedy…" Tabby sighed as she casually dropped a few time bombs down his pants. "Why do you constantly say things that'll cause us to hurt you?"

"Oh mommy." Pietro whimpered just before the bombs went off.

Inside the infirmary room, Catseye swiped at Rahne. Rahne ducked at took a bite that clipped Catseye's ear. Howling her anger, Catseye smacked Rahne across the snout with her claws, raking her. Rahne yelped, but leapt on Catseye's back. The two twisted and bit and rolled around on the floor until Rahne shifted into her half-human, half-wolf form and grabbed Catseye's head and got her into a sleeper hold.

Rahne increased the pressure until Catseye started to calm down. With one last yowl of protest, she turned back to her human self. From out in the hallway, Althea felt herself stiffen in horror as she saw just how badly Catseye was hurt. Still naked, she was covered in bruises and lacerations.

Barely conscious, the tall girl—she was six feet tall—wrapped her arms around the much smaller Scottish girl and sobbed on her shoulder. Stunned, Rahne simply held her friend—carefully because of the bruises—and hugged her.

Doc and Lifeline hurried in. Lifeline draped a medical gown over Sharon and held her head, using his healing abilities to relax Sharon and also connect with her telepathically. His face fell and he looked horrified. As Doc and Rahne gently helped Sharon to her feet and half-carry, half-walk her to the nearest bed so she could rest.

Lifeline stumbled out into the hallway and held his head. Doc, Rahne, and the Misfits quickly followed.

"What's wrong?" Althea asked him. "Is Catseye going to be okay?" Lifeline's face looked blank.

"Catseye's not in any real danger, she'll be fine. Physically." He added under his breathe. He waved for Doc to follow him. Worried, Rahne did too. With her superior hearing she was able to hear every word they said.

"What is it son?" Doc asked Lifeline. Lifeline sighed.

"Her wounds are going to need a lot of attention. She was beaten pretty badly." Lifeline said then struggled to get the next words out. "After what I saw in Catseye's mind I think it'd be a good idea to make sure Bree is with her when she wakes up. And we may want to get Lina back to talk to her. And set up some sessions with Psych Out…" He took a deep breathe. "From what I saw…Catseye was raped."


	39. Chapter 39

The battle between Devastator and Mastermold continued in full fury with the rest of the Decepticons looking on. "Why do you persist?" Mastermold asked as Devastator swung at him again. "Our purposes are compatible…the destruction of organic life on this world. We are alike."

"We are **not** alike." Devastator snorted. "We are Cybtertronian. We are Decepticons. We have no equals, no partners, no allies. The strong need none. You are built by organic hands to be their tool but was built imperfectly. For both those flaws, you shall terminated."

"Probability: Unlikely." Mastermold grumbled as he slugged Devastator in the shoulder.

"Then let's tip the odds a little!" X shouted as he and Zero arrived on the scene. "Ready?"

"I was created ready." Zero grinned as he activated his beam saber.

"All right then." X charged up his Buster Canon. "Let's go!" Zero dashed across the landscape drawing closer and closer to the feet of the two titanium titans. Then…SWISH SWISH SLASH! Zero leaped up and sliced a deep grove in the back of Mastermold's calf.

As Mastermold pivoted on his damaged leg, X fired his arm cannon striking the overgrown Sentinel right in the eye, destroying it. Mastermold stumbled, his damaged leg snapping as he fell. Devastator, not in a mood to fight fair—as if any Decepticon ever did—pummeled Mastermold relentlessly. With a well placed blow Devastator took out Mastermold's remaining eye and knocked his head back. Devastator then grabbed Mastermold's head with both hands and _pulled_. With wires snapping and sparks flying, Devastator succeeded in pulling off the head of the monstrous Sentinel.

Smirking in satisfaction, he reached back and with all his strength, hurled Mastermold's head straight up into the sky.

It didn't come back down.

The body of Mastermold exploded in a tremendous explosion, the X-Men survived only because Jean created a telekinetic shield around them. But still, now that Devastator was gone it was just the X-Men and Reploids against the main Decepticon army on Earth.

"Now let us rid ourselves of these meddling organics!" Megatron growled as he swung his fusion cannon at the X-Men. The reploids X and Zero took up defensive positions in front of them, but it didn't look as though they could stop them all.

Fortunately enough, they didn't have to: "Megatron!" A voice shouted, determined and fearless. The Decepticons turned to see plumes of dust rising from the ground as a large convoy of vehicles: cars and trucks mostly, bore down upon them.

"The Autobots!" Megatron cursed. "Decepticons, retreat!" The Decepticons took to the skies as the Autobots pulled up.

"Here comes the cavalry…late as usual." Amira quipped. Scott silenced her with a look.

"Thanks for getting rid of them…lucky for us that you were driving past."

"Actually, we were just passing through on our way to the big meeting—" Bumblebee started to say before Ironhide rearended him into silence.

"Think you could give us a lift?" X asked.

"Climb aboard." Optimus said as he opened his doors to let X and Zero in. "What about you?"

"I've already contacted the Mansion." Jean said as she closed her eyes, in telepathic contact with the Professor. "Logan will be by in the Velocity shortly."

"In that case good luck and good work." Optimus noted. "As for us…Autobots! Roll out!"

As the Autobots drove off, the X-Men sat among the rubble with the unconscious and bound Dr. Trask. "So now what?" Amira asked as she used Trask's body as a seat.

"We wait for the Velocity to come by and pick us up." Scott said as he looked up. "I wonder what happened to Mastermold's head."

Hi above in geosynchronous orbit around Earth swung the massive head of Mastermold. Inside it lurked two figures.

"Stuck in orbit around that which I desire most…the irony is appalling." The shorter of the two sighed. The big one just looked around. The shorter one sighed. "Well we better prepare for tomorrow night."

"Why Brain? What are we going to do tomorrow night?"

"The same thing we do every night Pinky…Try to take over the world!"

**They're Pinky, they're Pinky and the Brain, Brain, Brain, Brain, Brain!**

**A/N: Just kidding! It really isn't Pinky and the Brain behind this, but it was just too fun to pass up! Hope to see you all again soon!**


	40. Chapter 40

&&&

**REVELATION TIME!**

"Sorry it took so long to come and get you." Logan apologized as he, Storm, and Beast flew the Blackbird back to the Mansion after picking up the stranded X-Men. "We had a devil of a time finding you."

"Yeah we were out in the middle of nowhere all right." Bobby stretched. "When we get back I'm going to take a shower and then sleep for a week. We've earned it!"

"Yeah, I think we could all use a break." Rogue agreed.

"We'll be back soon enough." Scott said. "And then we can—oh no!" The others looked out the windows and could only stare in shock and horror at the sight: The Xavier Institute looked at if it had been through a war. There was smoke rising from the grounds, windows had been shattered, walls caved in, and on the ground…bodies. Unmoving bodies.

"Oh my god!" Kitty cried as she recognized some of them. "NO!"

&&&

Meanwhile, Althea and the Misfits hated to just leave Catseye when she was in so much pain but they had no choice. The time for the meeting had finally come. Rahne volunteered to stay behind to keep Catseye company (will be focus of a separate piece).

By the time the Misfits arrived the assembled aliens living on Earth had occurred: the Dinosaucers, the Gobots, the Autobots, the Mighty Ducks, various alien superheroes from the Justice League—including Mister Miracle and Big Barda—and other key superheroes like Dr. Strange, Captain America & the Avengers and the Big Seven. Several non-human members of the Teen Titans: Starfire, Karolina Dean, and her Skrull boyfriend Xavin were also in attendance. The Men in Black handled all the security aspects.

"What a crowd." Todd whistled. "Who knew there were this many aliens living on Earth?"

"If you've ever been to Manhattan this wouldn't come as such a surprise." Althea observed wryly.

Any further discussion or theorizing was cut short when J'onn J'onzz walked in front of a small speaker's podium that had been set up on a stage. "We have reviewed the data the Misfits acquired from the Snarks on the destruction of Reptilon." He said, not bothering with any pleasantries. "From what were able to discern, there was a large scale evacuation occurring prior to and during the destruction of Reptilon."

"You mean there are survivors?" Allo asked eagerly, unable to restrain himself. The desperate hope in his eyes made it impossible to ignore him. J'onn nodded.

"We estimate that roughly one-half to two-thirds of the population of Reptilon managed to make it off world before it was destroyed." He said. "I expect that once the survivors organize themselves, they will contact you about your families. However we must spend our time now focusing on the threat itself." J'onn paused before continuing.

"If anyone here knows what I am about to show you, please speak now." With that, J'onn activated a giant monitor situated behind him. On it the destruction of Reptilon was shown.

Althea turned away. Watching it once was enough. She was the first one to notice an uninvited guest...a bald giant-headed being with a gem in its head. "Who or what is **that**?!" She asked. Dr. Strange noticed it too.

"That's the Watcher." Dr. Strange explained in amazement. "When he appears, an event of great importance is taking place."

"So I guess his showing up is not a good sign for us." Lance observed.

"You have no idea Lancey boy." Lance ignored this voice. It was just the Coyote back to torment him. He did his best to ignore him.

Meanwhile, the others were watching in horror and amazement as Reptilon was devoured.

"Great Krypton…" Superman muttered.

"Hera protect us." Wonderwoman uttered.

"We're screwed." Pietro moaned.

"I've never seen anything like this before…" Jon Stewart shook his head.

"I have." Everyone turned to face the speaker. "It is an ancient evil…"

"You betcha sweet heart." The Coyote said, dressed in a 1930s zoot-suit.

"Go away!" Lance hissed at him. Fred tapped him on the shoulder. "What?"

"Uh, Lance?"

"What Freddy?"

"Um…I see the Coyote too."

"So do I." Wanda blinked.

"We ALL do." Trinity said. Sure enough, everyone had turned to face the Coyote. Dr. Strange looked at him seeing more with his mystic sight than even Superman could ever hope to with his X-ray vision.

"…What are you?" Strange whispered hoarsely. The Coyote laughed, this time unpleasantly.

"Who am I, little man? Some call me a pooka—" The Coyote spun-changed into a tall weasel-like creature sporting a martini. "Others call me—" He spun again, this time into a small, gangly man with long white hair and pointed ears. "Puck." He grinned. "I am The Trickster, the Laughing God. I am…" He spun again.

"…Q" Dr. Strange realized as the 'coyote' finished transforming one more time, this time into a human (or at least something that **looked** human) that looked not unlike actor John DeLancey.

"As you humans would say…**bingo**!" Q laughed. "But that's not all! Guess who else is coming to Earth real soon? Why don't you tell them Big Red?" Q waved a hand towards Optimus Prime, who had begun to talk earlier.

Optimus turned to the monitor and pointed to the monster destroying Repilton, the thing headed towards Earth. "…It's **Unicron**."

**A/N: PSYCH! No one saw THAT coming did they?**


	41. Chapter 41

**A/N: I actually had this scene dreamt up and written for a while now, but since Red Witch just put up hers I thought I'd add this disclaimer just so I don't here any accusations or complaints about how similar it is to her scene. I still love what she did with hers though. Hope mine measures up…I should warn you it's not pretty and there will be character death…a lot of it! Those with sensitive hearts and stomachs should consider themselves warned…**

&&&

**THE SLAUGHTER**

**The Xavier Institute – A Few Hours Earlier…**

"XAVIER!" Emma Frost bellowed as Beef ripped the door of the Institute open for her. "GET YOUR SHINY HEAD AND CRIPPLED ASS OUT HERE NOW AND GIVE ME BACK MY DAUGHTER!"

"Stars and garters?" Hank gaped as the Hellions swarmed into the Institute.

"_Emma! Calm yourself and call off your students!_!" Xavier demanded telepathically. "_What are you talking about--?_"

"Sharon is gone! Missing and I KNOW you and your pet wolf were responsible!" Emma shrieked.

"You are being ridiculous!" Xavier snapped back as the New Mutants assembled around him. "Neither Rahne NOR Sharon is here…"

"Ah but the ones I want **are**." A new voice chuckled. Xavier and Emma turned to look. Standing behind the Hellions was a man with green hair and a goatee encased a futuristic looking suit of armor with a transparent helmet. He appeared to be shielded telepathically as neither one of them detected him.

"Who are you?!" Emma hissed, her eyes narrowing.

"My name…is Trevor Fitzroy. A lesser member of the Hellfire Club no one YOU would have heard of." He said airly as he waved a well-manicured hand for emphasis. "But that's about to change. You see some of us are tired of waiting for you Inner Circle types to pass on…so we decided to FORCE the issue."

"The Lord Imperial will never allow an upstart like you a place in the Inner Circle." Emma spat.

"Upstart? I rather like that." Fitroy chuckled. "But you're wrong. You see he's decided to go with the sentiment of 'survival of the fittest.' If you're strong enough to take it, you deserve it. If you're too weak…then it's your own fault. Actually, me and my fellow 'Upstarts' as you call them, have decided to make a game out of it. We get points for the money we make, the heroes we dispose of, and the Inner Circle members we dispose of! And taking care of you and Xavier here—" Fitzroy grinned. "Will put me in the forerunning for a spot on the new Inner Circle!"

"Don't count on it!" Evan shouted as he launched a flaming bone-spear at Fitzroy, only to see it bounce off him.

"You people are **so** backwards." Fitzroy sneered. "I knew coming here from the future would make me a king among the savages. You see, my power allows me to make portals based on life-energy that I drain. Like so!" He shouted for emphasis as he grabbed Jetstream's arm and drained the life out of him. A dessicated husk fell to the ground. Over Emma's cry and Xavier's yelling, the battle—no, the **massacre**—began.

After Jestream, Beef fell next drained of his life too. Tarot was killed next, this time by a hail of gunfire from a pistol embedded in Fitzroy's suit. Emma and Xavier tried to overcome him telepathically…Betsy and Yvonne helped as well.

Fitzroy pushed a button on his suit that sent a telepathic shockwave back along the connection Xavier and the others were trying to make with Fitzroy's mind. Emma cut the connection in time…the others weren't so fortunate. They fell to the ground, clutching their heads and falling into a coma.

With a primal roar more suited to Wolverine, Hank leapt at Fitzroy next. Fitzroy grabbed the broken door and swatted Beast aside with it. Amara, Jubilee, Tim, Roberto, and Ray used their powers on Fitzroy, but he was protected by some sort of forcefield.

"Watch out!" Everett cried right as Fitzroy lunged and grabbed Roberto by the arm, draining him of his life energy.

"The son of Emmanuel DaCosta! I'll earn points for myself and undercut HIM at the same time!" Fitzory laughed as he activated a flamethrower that boiled Roulette alive.

Her agonized screams gave Monet pause. She turned and fled out the door, taking to the sky. "Coward!" Emma spat not noticing as Fitzroy shot Ray through the throat and proceeded to absorb both Amara AND Tim's life force. Everett fell next.

Fitzroy laughed contemptuously as Angel tried to stop him from killing Jesse. Not only did Angel fail…but Fitzroy did have EVER so much fun as he tore the pretty boy's wings off! He left Angel alive…but bleeding badly.

Momentarily distracted, Fitzroy didn't notice Sam cannonballing towards him until he was blasted through the wall of the Institute. But Fitzroy bounced back, climbing through the hole and firing madly at the pitifully few survivors. Danielle caught a bullet in the chest and collapsed.

He started to advance on Paige, the poor girl who was too shocked by the horrors she'd just witnessed to run.

"Paige MOVE!" Sam screamed.

"Too late!" Fitzroy laughed as he reached out his hand—only to have it pierced by a bone-spear." Howling in pain, Fitroy was helpless to stop Evan from scooping Paige up and carrying her out of his reach.

Dead Girl tackled Fitroy from behind, trying to pull off his helmet, the thing that protected him from telepathic assaults. Fitzroy grabbed her.

"You're next!" He shouted as he started to drain her. "What?"

"Can't drain me…I'm already dead!" Dead Girl shouted. "Penny now!"

"What?" Fitzroy wondered as he looked around. Penny, scampering across the floor on all fours, lashed out with her tiny pink claws tearing away at the armor protecting Fitzroy's ankles. "YEEOWCH!"

Jamie's clones mobbed Fitzroy as the real one hung back, confidant that he couldn't drain HIM. Jamie's belief proved unfounded: Fitzroy drained one of the clones and Jamie felt more terrible than he ever had in his entire life. He couldn't even maintain his clones.

Fitzroy tossed Dead Girl off of him and marched towards the few surviving New Mutants and Hellions…Sam, Paige, Jubilee, Forge, Dead Girl, Jamie, Penny, Betsy, Yvonne, and Evan. Hank was still unconscious, Angel bleeding on the floor, Xavier was in a mental state of shock from telepathic backlash, and Emma—now in her diamond form—was the only thing between Fitzroy and the remaining students. He laughed.

What could stop him now?

That was when he noticed the crack in his helmet. It must've been caused when Sam crashed into him. Emma reached out with her mind and brushed Xavier's…still active despite his body's paralysis. "_Xavier…now! With me!_" Using their combined telepathic talents Emma unleashed a horrible psychic attack on Fitzroy's mind, channeling all the pain and anguish the survivors felt and the residual screams of the dead, right back into the murderer's mind.

Clutching his helmet, Fiztroy screamed and screamead. Blood bubbled out of his ears and his nose. Finally, his eyes rolled up into his head and the collapsed on the floor, dead.

That was when Emma collapsed too.

The battle was over, but at what price? The Velocity landed a few moments later.

&&&


	42. Chapter 42

**A/N: Exposition time! Sit back now as I explain how things work in my universe. You may want to grab some popcorn 'cause this may take a while….See how many references you can identify!**

The assembled heroes of Earth—even if most of the ones present weren't actually **from** Earth—stood in amazement before one of the most powerful—and mischievous—entities in all existence.

Q. Of the Q Continuum.

"I need an aspirin." Dr. Strange muttered as he shook his head. "Q and Unicron…oy!"

"Unicron! I might've known it was Unicron!" Flash shook his head. "Uh…who's Unicron?"

"A planet. That devours everything in its path." Mister Miracle said numbly. "I've never seen it before…but I have heard of Unicron. Even Darkseid fears it."

"It's more than just a planet." Q cackled. "Unicron is a fallen god…the embodiement of what you mortals might call evil…he used to be called Cthulhu. When he fell he swore he'd avenge himself by destroying the universe. Opposing him was his 'good' counterpart, Primus. The two gods battled one another and ended up destroying the universe in the process."

"Um, if they destroyed the universe, then where are we?" Todd scratched his head.

"Story time mortals." Q rolled his eyes. "Primus and Unicron fought all the time. They're fighting caused the Big Bang that created the universe. Time went on and the two of them created a planet and each controlled half of it, trying to see if good and evil could co-exist. Turns out they couldn't. The planet ended up getting split in half and they went at it again, destroying the entire universe in the process. The world they created was the only thing that survived. The two halves each became their own worlds…New Genesis and Apokolips."

"So Darkseid…and Apokolips itself…are a creation of Unicron." Superman mused. "No wonder he's so powerful."

"In retrospect it makes sense." Jon Stewart said.

"In WHAT universe does that make sense?" Shayera demanded. "Speaking of which, if the universe was destroyed then how the hell did we all come to exist."

Q looked piqued at being interrupted. "As I was GOING to explain, Primus—with the help of some time-traveling Maltusians, the forerunners of the Guradians of Oa—managed to sew the pitifully few scraps of the old universe together to create a new one. But since there was so little left to work with, the universe became fractured."

"Fractured? How?" Captain America asked. Q explained.

"In the original universe there was only a single reality with a single timeline. There were no alternate realities, parallel universes, mirror universes, divergent timelines, or whatnot. The present universe isn't really a universe at all, but a MULTIVERSE with an infinite amount of dimensions and realities within it. Beings from the original universe: Primus, Unicron, and of course the Q, are solitary. There aren't alternate versions of us in other dimensions. There's only one of each of us. I, of course, am not bound to any timeline or dimension, nor are any Q. Primus and Unicron though, are tethered to one dimension at a time."

"Anyway, Unicron spent a lot of time licking his wounds from his last battle with Primus. Then he forged his new planet-eating body and set out to destroy the universe. **Again**."

"But if there's an infinite amount of realities and dimensions and Unicron can only exist in one at a time…" Wonder Woman worked out. "Then his task is—"

"Impossible? Yes. Have to admire him, he is a persistent bastard." Q mused. "Even if he isn't the sharpest tack. Well Primus spent the next couple of millennia shepherding and guiding the earliest, the eldest races to emerge and grow; leaving them instructions on how to counter Unicron. Then, drained after his battles with Unicron and recreating the universe, Primus fractured his being into two powerful objects to be utilized against Unicron."

"Unicron left this reality for a while, annihilating other universes, other dimensions before returning here to combat the only beings who could stop him—Primus' followers, the ones he imparted his knowledge to. So Unicron returned and utilized a trio of his favorite New Gods of Apokolips to aid him in his quest."

"How did he get them to go along?" Dr. Fate questioned.

"Power, the destruction of the foes…and most of all—the ultimate reward—to be devoured **last**. You see," Q smiled at the horrified looks on the heroes faces. "When you're as powerful and evil as Unicron you don't have to waste time making false deals that he'll break later. His followers will get what they want…until there's nothing else for Unicron to feast on."

"So many powerful empires were wiped out by Unicron. At least, powerful by **your** standards: The Rakata, the T'kon, the Iconians, the Zhell…Even the vaunted Green Lantern Corps was powerless against him."

"You mean the Corps fought Unicron?" Jon gaped. "How…"

"…Did it go?" Q finished. "Let me put it this way…ever thought it strange that there are **only** about three **thousand** or so Green Lanterns to patrol a galaxy of **hundreds** of _**billions**_ of stars? Before Unicron: every sentient species and race had a member in the Corps…after Unicron there were a relative handful to cover 'sectors,' of course there were a lot **fewer** species in the galaxy when Unicron was finished, but you get the idea."

Ignoring the horrified look on Green Lantern's face, Q continued. "Oh yes, the Hurq, the Markab, the Dilgar, the Husnock, the Krenim, the Saiyans…they were all wiped out. And countless other races were left homeless: the Camaasi, Ryn, Vallorians, Kazon, Hirogen, Drakh, Vothian, El-Aurians—why Unicron couldn't have finished off **that** one race is something I will never forgive him for!—"

"Great Hromneer…" J'onn muttered, his green skin turning unnaturally pale. Q grinned at him.

"Don't feel **too** sorry for them not-so jolly green midget. The Imperium who wiped out Mars? Also had their home destroyed by Unicron. Just because they lost their home doesn't mean they're to be pitied. The Drakh are jerks too."

"But yes, Unicron went along destroying planet after planet: Vegeta, Humbarine, Emberlene, Telperion and Laurelin, Byss, Thallon, Rosalia, Krypton—"

"Wait, what?!" Superman exclaimed.

"—Namek, Lithone, Hongohr, Skoptenzana, Makuran…eh? You say something." Q asked in a bored voice.

"You said Krypton…but Krypton was destroyed by natural causes…" Superman stammered. Q looked at him pityingly.

"Hold onto your underoos and I'll break it down for you. Now, eventually the various races got their act together and united against Unicron. We're talking hundreds, thousands of interstellar races banding together."

"And?" Flash asked.

"They got slaughtered." Q said simply with a shrug. "Most of them—and their species—got wiped out. In wasn't until the elder races, the ones Primus helped along, got into the act that things changed: The Vok, the Vorlons, the Ellimists, the Shadows, the Walkers of Sigma 957, the Yonjii Sinhidrea(1) of Sector 8472, the Douwd, the Medusans, the Organians, the Thasians, the Metreons, the Guardians of Oa, and the New Gods of New Genesis threw THEIR might against Unicron and successfully banished him into a dimensional pocket beyond space and time."

"Okay, score one for the good guys." Captain America said. "But he got out?"

Q explained. "By removing Unicron from time they effectively erased Unicron from ever existing. That meant that the worlds he destroyed—like Krypton—were subject to the Retcon Effect."

"Retcon Effect?"

"When you screw with the timestream things that happened HAVE to happen anway but in a different manner so the outcome isn't really changed." Q explained.

"Who said what in the where now?" Pietro asked.

"Look," the Timebroker sighed. "Let's say you go back in time and change something. But for the timeline to not get messed up, the end result would have to stay the same. Even if it happens by another method. You go from Point A to Point C, stopping at Point B along the way. Even if you alter time and DON'T go the Point B you still have to arrived at Point C…even if you have to go through Point Z in order to get there. It causes me no end of headaches so please…don't go messing up time anymore!"

"And since Unicron was instrumental in forming the universe…" Trinity mused collectively. "If Unicron remained out of time the universe would cease to exist. So time HAD to snap Unicron back into reality so time wouldn't get destroyed."

"Huh? Is anyone else having trouble with this?" Pietro looked around.

"No, wait…I think I got it." Wanda said as she held a hand up to her head, warding off a headache. "Just get me a slide-rule and some LSD so I can make sure."

"It's like Galactus all over again." Reed Richards winced. Q corrected him.

"No…actually, Galactus—or Galan to use his birth name—was a New God who survived the destruction of the old universe. After Unicron was removed, the Elder Races realized that the universe still required balance and so invested him with the power to destroy worlds. Without him, the cosmic balance would fail. Galactus is a necessary force of nature: Unicron is evil and bent on universal annihilation. Do keep up."

"So Unicron is back and we're screwed?" Shayera doublechecked. "Why's he coming here? Of all planets it seems like he's making a beeline straight for us."

"And munching on Reptilon along the way." Allo grumbled.

"Use those pea-sized things called brains that evolution gave you and think about it!" Q snapped. "Have you ever noticed how Earth just **happens** to get visited by powerful, evil entities?"

"You mean Dick Cheney?" Shane asked.

"Beside him." Q looked towards Superman and then slowly turned his gaze towards Starfire.

"Trigon." Starfire realized.

"Darkseid." Superman breathed.

Q snapped his fingers and a dunce cap bearing the word 'DUH!' in great big letters appeared on Superman's head.

"Finally!" Q snapped. "They're two of the three Dark Gods of Apokolips Unicron recruited: Darkseid stayed on Apokolips while the other two, Trigon and one other, moved into other dimensional planes. Now, both Darkseid and Trigon were defeated...But why do you think everyone and their grandmother targets Earth? What's here? Just look around the room."

"Insanity?" Dr. Strange suggested.

"Superheroes?" Althea guessed. "Mutants and metahumans? Mystics and magicians?"

"Give the mermaid a gold star and a boyfriend who doesn't smell like a swamp." Q smirked. "Primus' lessons about Unicron made the Elder Races, the First Ones realize that they needed a weapon against him: An entire species of weapons to be exact. So first, Titania and Oberon—two denizens of New Genesis—came to Earth and brought with them magic and mystical items and knowledge. There children became the gods and goddesses of Human myth: Odin and Dagda, Amon Ra and Ahura Mazda, Zeus and Jupiter, Coyote and Raven and Quetzecoatal…all the pantheons of gods, goddesses, great spirits, titans, heroes, demigods, demons, and monsters of the Greeks, Romans, Aztecs, Incans, Egyptians, Mayans, Olmecs, Toltecs, Celts, Slavs, Norse, Sumerians, Babylonians, Assyrians, Mesopotamians, Persians, Indians, Indigenous peoples, Africans, and whatnot where in fact, children of Oberon and Titania—offspring of New Genesis—as are several non-human races of beings: Whitelighters, the Wolf Clan, the Cat People, the Inhumans, the Avatars, the Externals...Oberon and Titania and their brood created the various magical creatures of Earth and gave magic to humans and trained them in its use."

"But most humans feared and rejected magic, especially when more available technology came into play: humans who practice magic were driven underground, old gods were replaced with new ones, magical creatures and objects were hidden away protected by those who still believed in the old magic. Most have now returned to Avalon and from there—a separate dimension for all the magical creatures and beings. About 80 of all the magical creatures, beings, and objects have already left this world. What you all are familiar with represents merely a **fifth** of what once existed."

"The Dragon Council, the Lower Elements, and the Ministries of Magic guarded and kept the remaining magic and magical creatures secret from normal humans. Little by little, the magic is leaving Earth. Within half a millennium or so—assuming Unicron doesn't destroy the planet—all the dragons, unicorns, gargoyles, magical objects, centaurs, merfolk, wizards and witches and what have youll will have passed beyond Avalon, into another dimension, leaving no trace of magic behind them."

"But the First Ones believed in back up plans, so the Vorlons messed with humanity while it was still a little genetic broth, inserting the gene allowing for rapid and extreme mutation. How else do you think so much diversity could exist within a single species? As magic dwindles, mutation will grow to take its place. Within a few centuries or so, all humans will be 'mutants.' "

Stunned by the explanation of the origins of Unicron, magic, mutations, and indeed—the Universe itself, no one could think of anything to say for a good long time. Finally Batman broke the silence.

"You said that there were three underlings of Unicron." He reminded Q. "We've already defeated Darkseid and Trigon when they came…so who's the third?"

"Another extra-dimensional warlord bent on conquering Earth." Q smirked. "You see, the Terrible Trio hoped that by subjugating Earth they might use humanity as the weapon the Elder Races intended in order to overthrow Unicron. Obviously, Darkseid and Trigon failed. The last one will be even more desperate."

"And he is?" Superman asked. Q shrugged indifferently.

"Call's himself Shaokahn, ruler of Outworld. He'll be coming soon. Unicron will arrive in about one of your years so Shaokahn will hope to beat Unicron to the punch."

"Great so we have not one but **two** invasions to look forward to!" Nick Fury grumbled.

"We are definitely gonna need some help on this one." Captain America winced.

"And who will help you?" Q fleered. "Virtually all of the Elder Races have passed beyond this plane of existence for a higher one. Most of the races in the anti-Unicron alliance were wiped out, reduced to barbarism, or a retreated into isolation: The Vedrans, Arquillians, Than-Three-Kull, Kilrathi, Andalites, Irkens, Minbari, Go'auld, Juraians, Breen, Andorians, Tzenkethi, Taelons, Zentraedi, Mon Calamari, Chiss, Tenctonese, Utroms…all were powerful, dominant species who might have become powerful empires had they not chosen to turn inwards after the battle with Unicron and shy away from galatic exploration and conquest. Of all the races who participated in that battle, only **three** are still around: they grew stronger after the battle until they became the dominant races in this region of space: the Sh'iar, the Skrull, and the Kree…and they all hate one another too much to aid on another—much less commit troops, ships, and resources to a backwater world that's not part of any of their empires."

"Consider this your warning humans. Unicron is coming…and he **hungers**."

With a snap of his fingers, Q vanished. The Watcher did a moment later as well, leaving the assembled heroes of Earth alone to ponder the doom that was before them.

&&&

**A/N: (1) Name created by AlbertG in his stories to describe the creepy alines from the Babylon 5 movie 'Third Space.'**


	43. Chapter 43

**A/N: Next chapter up! It isn't just the superheroes of Earth who are being knocked for a loop, oh no…**

&&&

As the superheroes of Earth were just becoming aware of the off-world menace that headed towards Earth, there were ominous rumblings within the criminal underworld as well.

Thebetrayal and near assassination of Emma Frost by Trevor Fitzroy was merely the beginning. The Young Turks of the Hellfire Club: eager, ambitious and ruthless, struck against the Old Guard of the Inner Circle. Of course, in the melee even within each faction members battled members.

The top international crime syndicates and cartels trembled: The Japanese Yakuza, the Chinese Triads, the Russian Mob, and the Sicilian Mafia quaked and buried their heads, hoping to avoid getting stepped on while the giants fought…be in accidentally or not.

The Lord Imperial of the Hellfire Club's Inner Circle—Vandal Savage—stood above the entire conflagration, watching as members of Inner Circle and the Upstarts battled one another in an attempt to increase their power and fortunes.

Sebastian Shaw, Lex Luthor, Ra's Al Ghul, and the Kingpin were virtually unassailable. They were probably Savage's most dangerous and capable followers. Slade too, but always operated by himself. In this case he supported neither faction. He was a wild card. Magneto was the same way, dedicating himself to building up his mutant army and distancing himself from Hellfire Club politics. Selene, being an immortal and a sorceress was not as involved in the politicking as the others, content to sit on the sidelines and take the time to increase her dominance in magical and paranormal fields. Dr. Doom barricaded himself in Latveria, daring anyone to try and challenge him in his own lair. There were no takers.

Of course, not all of the Inner Circle was as fortunate.

Emmanuel DaCosta was found floating face down in the Amazon not long after his son Roberto's own death at the hands of Trevor Fitzroy. Harry Leland was killed not long afterwards in a bomb blast that vaporized an entire restaurant full of people.

Dr. Von Reichter was killed, possibly by Upstarts or perhaps by his treacherous 'son' Jose or his longtime foe, Cyber-Six. The Kingmaker was also assassinated by the Upstart faction. Donald Pierce—universally despised by **everyone**—had gone underground.

Of course, the Inner Circle struck back. Gotham city crime lords Rupert Thorne and Carmine Falcone backed the Upstarts in the hope of increasing their criminal empires. The Kingpin didn't appreciate their meddling and dispatched them: brutally and fatally.

The Vicious Circle of Chicago, a smaller criminal organization of mutants, cyborgs, monsters, assassins, and magicians that dominate the criminal underworld of Chicago, offered support to the Upstarts as well. Their leader the Overlord—an armored mastermind who ruled Chicago's underworld—ended up dead. Some say that Slade personally slew the Overlord. The Vicious Circle was soon gobbled up by Lex Luthor's Secret Society.

Bison, the crime lord of Shadoloo played host to Shinobi Shaw and other prominent Upstarts…right before he and most of Shadoloo was destroyed under circumstances best left unmentioned. Crime boss Silvermane, a legend in his own right, was killed by the Upstarts for fear that he would ally with the Inner Circle.

Baron Wolfgang von Strucker and his daughter the Viper—founder and current leader of Hydra respectively—attempted to resurrect Hydra after it had been so ignominiously been taken over by Cobra on the order of the Inner Circle. This Hydra Reborn faction struck back at several Cobra bases world wide and despite both the Baron's and the Viper's assassination by Cobra, maintain their struggle.

With Emma Frost's defection, Brother Blood saw his chance to take over both the H.I.V.E. Academy and Emma's precious Massachusetts Academy, assuring his control over the next generation of supervillains. To stymie his ambitions, he was forced to share his control with Sean Garrison, another Upstart: Neither man trusted or like the other and both attempted to assert their control over their students.

Lex Luthor had long usurped Grodd's position in the laters "Secret Society," a giant Justice League-type organization for supervillains comprising of every cape-and-cowl wearing villain, mercenary, criminal, or super-powered hooligan in a costume that didn't just comprise of a woman's stocking on their heads. It grew to absorb several other super-villain organizations like the Brotherhood of Evil, Vicious Circle of Chicago, and the Guild of Calamitous Intent.

The Upstart-Inner Circle Conflict provided the opportunity for Grodd and the Brain, as well as the Brain's loyal ape lieutenant Monsiuer Mallah, to joining forces in leading a rebellion against Luthor within the expanded Society, causing what running battles between individual and groups of supervillains against one another in the streets. The collateral damage was immense and the unpredictability of the fights made it almost impossible to prevent or stop them. Some had taken to refer to it as a Supervillain Civil War.

So it wasn't only the X-Men who had been paid a 'visit' by dangerous and vicious criminals. Nor were they even the worst off. That honor was reserved for another town, annihilated during a fight between Luthor and Grodd's rival forces. A small town in Connecticut called Stamford.

**THEN** everything went straight to hell.


	44. Chapter 44

"What—what happened?" Jean cried when she saw the Mansion in ruins and bodies on the front lawn.

Logan gripped the controls of the X-Jet so hard that he left imprints on the controls. "I'm going to find out." He growled. "And tear whoever did this a new mouth…in their throats!"

The second the X-Jet landed, the X-Men swarmed out of the jet and dashed towards the Mansion.

"Look!" Bobby pointed as they saw people moving across the lawn, kneeling over the bodies.

Logan smelled them before he saw them. SNIKT! The claws came out. "FROST!" He bellowed in an atavistic roar as he charged towards the blond-haired telepath.

Emma looked up just in time to see Logan bearing down on her. She went into her diamond form just in time for Logan to ram her against the wall of the Institute.

"You stupid animal!" Emma spat. "I'm here to—" Logan grabbed her by the throat and smashed her back against the wall again.

"No more talking witch!" Logan snapped as he raised his claw level to Emma's eyes. "Now you just—ugh!" He winced as a trio of flaming spears embedded themselves in his back.

"Let her go badger!" Evan demanded furiously. "She's here to help which is a damn lot more than you've done!"

"Evan?" Storm gasped as she saw the scene. "Evan…w-what happened here?"

"That's what I'd like to know too traitor." Scott growled as he raised his hand to his visor, the rest of the X-Men tensed waiting for a battle to start…then they noticed that aside from Evan, none of the Hellions where here.

"Wait you don't understand!" It was Jamie, running up to the scene with Penny in tow. "She didn't do it! She didn't attack us!" Penny nodded in agreement.

"Yeah right." Logan snorted.

"Shut up!" Storm snapped, too upset to reign in her nerves. "What did **happen** here?"

"Well first the Hellions showed up and started shouting and then we showed up and started shouting, then this guy showed up and HE started talking and then he, then he—" Tears welled up in Jamie's eyes.

"W-where's the Professor?" Kitty stammered. "Mr. McCoy? Angel?"

"I'm here…mostly." Hank coughed from behind them. There was a sharp intake of breath when they saw him. There was a stained bandage—apparently made of bedspread—wrapped around his forehead and blood crusting in his fur. Not all of it was his of course, but they didn't know that. Logan let Emma go.

"Oh my god." Jean covered her mouth.

"Henry! You should be resting—" Storm started but Hank just shook his head.

"I'm afraid that the others here take priority here. I am the only one here versed in medicine and my wounds are not as severe as some of the others. Lina, if you could assist me it would be appreciated."

"Of course," Lina said automatically as she hurried over to the wounded, lying on makeshift cots and stretchers.

"What happened to Charles? And Warren?" Storm asked Hank.

"Charles is unconscious. Warren suffered severe trauma."

"What kind of trauma?" Scott asked.

"There he is over there." Kurt pointed, spotting a flash of white that could only be his wings.

"If he's there, how can he also be over there?" Bobby pointed at Warren as he lay on the grass, mercifully unconscious.

"Oh my god." Kitty turned green as she put two and two together. Lina went over to Warren first and examined his back. There was a pair of fresh, nasty looking scars on his back.

"What happened Dr. McCoy?" Lina asked Hank.

"After his wings were severed we had to find a way to staunch the flow…the only option available was cauterization."

"Its okay, Lifeline will be able to fix it, right?" Peter asked. Hank and Lina looked at each other and shook their heads.

"Lifeline can repair and heal damage to the body but he can't make things grow back once they're gone." Lina said sadly.

"Unfortunately, Angel is not our worst casualty." Hank sighed.

Logan sniffed as the wind shifted. It brought the smell of death…and the unmistakable smell of burnt flesh. If you smell it once, you never forget it. "No…" Rina's keen sense of smell picked it up at virtually the same time. Amira and Gideon…both coming from a war-torn region recognized the unique smell too.

Hank averted his gaze from a corner of the lawn. Scott saw him avoiding it and turned to see for himself. He stiffiened when he saw over a dozen sheet covered forms.

The various gasps, shrieks of horror, or stunned silence made it too difficult for anything to be said for the next few minutes. Kurt made the sign of the cross over his heart. Then he did it again. And again, trying to bring some small comfort to himself. Sooraya lowered her head and started to pray.

"Tell us what happened…all of it!" Logan demanded as he looked to Evan and Emma, as well as Hank.

"We came here looking for Catseye. She vanished a few days ago and we thought she might've been here." Evan answered. "But when we arrived, we were all ambushed by a mutant named Trevor Fitzroy, a lesser member of the Hellfire Club who decided to carve a reputation out of our hides."

"It was a massacre." Henry groaned as if in real pain again. "He was…and he attacked…we tried to fight but…" For once the usually verbose Henry McCoy couldn't find the words to say.

"I lost a lot of friends…on BOTH sides." Evan sighed. "The Hellions are gone. Yvonne is in a coma and Monet fled and we still don't know what happened to Catseye. Everyone else: Beef, Bevatron, Jetstream, Roulette, Tarot…are gone. Dead." Emma looked away, cut to the core by the loss of her students and the still unexplained absence of her daughter.

"Who cares about the Hellions _homme_?" Remy demanded. "What about our people?"

"Up yours Cajun!" Evan snapped. "I was here a hell of a lot longer than you before I left…both sides were _our_ _people_ to me! If you think it didn't kill me inside to see old friends like Amara, Roberto, or Ray **DIE** right before my eyes than you're even stupider than you look!"

"Amara…Roberto…Ray? Th-they're all dead?" Jean sank to the ground, her knees giving out from beneath her.

"And Everett. And Jesse. And Tim…and—" Hank looked straight at Kitty. "Doug and Danielle too."

Kitty let out a shriek that turned into a sob and then uncontrollable crying. Peter wrapped his arms around her and let Kitty bury her face into his shoulder.

"Emma and Xavier took down Fitzroy." Evan added pitifully, knowing it would be no real comfort to them.

"Who-who's…" Scott's voice choked, heavy with emotion. Hank understood though.

"Forge was knocked out by a piece of falling plaster. He only has a minor concussion though. Jubilee came through all right." He reassured Logan and Rina. "Betsy's physically fine but she suffered some sort of telepathic-feedback and is now in coma." Rogue paled and covered her mouth at the news.

"The same thing happened to Yvonne." Evan said, looking pained.

"Sam and Paige were a bit banged up, but not badly." Hank sighed. "Unfortunately Sam seems to think that the deaths are his fault, seeing as he's the team leader of the New Mutants and poor Paige took it all very hard. Not that anyone can blame her."

"Where are they now?" Storm asked.

"We felt it best that they rest now." Emma told her. "I put them in a telepathic-induced sleep. Jubilee as well. They've all been through an awful ordeal."

"What about—" Amira started anxiously.

"Naomi is fine." Hank assured her. "She was in the underground levels when—it all occurred, so she's unscathed. She, Penny, and Jamie—or at least, one of his duplicates—are playing in the back. We didn't want them to see this…"

"Then why is Jamie—or **a** Jamie at least—here?" Jean pointed at the Jamie that stopped Logan from killing Frost. Hank lowered his voice as he explained.

"Jamie has created a number of duplicates to fetch supplies and things…personally, I believe that he's doing so in the hopes of having that many perspectives will divert his attention from what's unfolded here."

"Is that everyone?" Rogue asked.

"Dead Girl's well…Dead Girl." Hank shrugged. "She cannot be killed, cannot be hurt, and cannot sleep so she's assisted in caring to the injured. And Professor Xavier…Charles was caught in the same telepathic feedback that knocked Betsy and Yvonne into a coma. Emma has been unable to wake any of them."

"They are alive and can be wakened." Emma said, heading off the questions she knew were coming. "But it will take a lot of time and treatment to do so. There's only one place I know of that can offer it."

"Muir Island?" Jean guessed.

"Exactly."

"But what happens to the Institute with the Professor gone?" Kurt asked in a tone that wasn't far from a wail. "Where will we go? What will we do?" A clamor broke out that only came to halt when a clap of thunder interrupted them.

Storm's eyes returned to normal as her voice took on a firm tone. "I do not and cannot know all the answers. I assure you though that, in spite of all that has happened we will not close down the Institute. Charles would never want that. Nor will we abandon our quest for mutant-human peace and coexistence. Right now though, we will see to our own. Lina, is you please, continue to assist Beast in caring for the injured. Colossus, Gambit remain here. Shadow Cat, Rogue you too." Storm knew that Kitty was deeply hurt by the deaths of Doug and Danielle—two of her closest friends and Rogue was concerned about Betsy.

Storm turned to the others. "Wolverine take X-23 and Iceman and check out the front gate. Cyclops, you Pheonix and Night Crawler stand guard on the other side of the Mansion. Rakasa, stay with the children." Storm saw Sooraya still praying and decided not to give her an additional task. "Hindsight…" She sighed as she turned to him. "I'm afraid I have a difficult job for you."

"You want me to use my powers and see if I can learn anything from…" He nodded his head towards the Institute's rubble. "Fitzroy's body? Any Hellfire plans?" Storm nodded. Gideon threw her a salute and marched off. Evan went with him to show where the body was.

"Nicely done." Emma said to Ororo as she watched the others disperse and take to their assignments. "So who's going to be the one who tells Tabitha and Rahne about this?" Storm looked at her. "It was at the top of your thoughts and so loud that I couldn't block it even if I wanted to." Emma explained.

Storm sighed. Emma was right. Who **was** going to be the bearer of bad news? What **was** going to the happen to the Institute? What now? She just didn't know.


	45. Chapter 45

&&&

Amira stepped over the rubble that was strewn across the lawn and the insides of the Institute. She tried—and failed—to ignore the blood on the floor and splattered on the walls. Walking into the kitchen, Amira found that she wasn't the only one who'd thought to come in.

Gideon gave an off-hand nod to acknowledge her presence but not in any way that suggested familiarity, much less friendship. He had a beer in his hand, undoubtedly one of Logan's.

"Good idea." Amira commented as she fetched one for herself. Gideon looked at her oddly.

"Aren't Muslims not supposed to drink alcoholic beverages?" He asked.

"They're also not supposed to be bisexual mutants or be in the same room as an Israeli and **not** be punching him in the crotch." Amira retorted. "So it's a bit late to be worrying about **that**."

Gideon raised his beer as if in salute. "Touche." They both spent the next moment in silence, drinking.

"You know they're going to ream us out for drinking." Amira said at last. Gideon shrugged.

"The legal age for drinking in Israel is eighteen and there's no punishment for drinking even if you **are** underage." Gideon pointed out.

"This isn't Israel." Amira reminded him. "Or Palestine for that matter."

"Wouldn't know it to look at this place." Gideon retorted as he cast his gaze back into what was left of the living room and foyee.

"Touche." Amira said. "Anyway, I'll be eighteen in a couple of months…but everyone around here has the most **ass**-**backwards** morality I've ever seen." Amira rolled her eyes. "The teachers get so preachy about sex, drinking, smoking and all that…then they have us running around in uniforms, thrown into a 'Danger Room' run by a psychotic Canadian, and put in life-threatening situations. I guess child endangerment isn't as big a deal as drinking and smoking around here."

"Must be." Gideon said in a rare moment of agreement. "They talk about building peace and coexistence…then train them as soldiers and throw them into combat situations, but God forbid we should ever kill someone in **self**-**defense**…in situations the teachers keep putting them in the **first** **place**!" The two of them, Arab and Israeli looked at each other and invoked the international groan that's been uttered everywhere from Abuja to Zurich.

"**Americans**."

The next few minutes past in silence. Usually, unless they were arguing the two of them never spoke to each other. "So…learn anything from corpsy over there?" Amira jerked her thumb at Trevor Fitzroy's mortal remains, left lying in the living room.

"Yeah. After using my powers to examine his past it became apparent that he was a jack-ass." Gideon deadpanned as he took another drink of beer. "Seriously though, he's not the only Hellfire Club member looking to carve a reputation out of the corpse's of the Inner Circle. And the Inner Circle isn't likely to take that lying down."

"Fun times ahead then." Amira groaned. "I picked a good day to start drinking." Then they heard a commotion outside and the two of them rushed to see what happened.

"What's going on now?" Gideon moaned.

"Sam's gone!" Paige wailed.

"What? How?" Amira asked.

"He took my teleportation watch when I was examining him." Lina groaned. "I didn't even realize his was awake. The next thing I know, he's gone!"

"Where would he go?" Scott wondered.

"Given how upset he was and how much he blamed himself for what happened to the New Mutants since he was team leader…" Storm groaned. "I think I have a pretty good idea of where he'd go." Amira winced as she figured it out.

"Well…shit." She said. "That sucks."

"Hey is that one of my beers?" Logan demanded as he noticed the can in her hand. Amira groaned.

"I stand corrected...**this** sucks!"

&&&


	46. Chapter 46

"So Rahne came to stay with crazy Misfits?" Catseye asked as she, Rahne, and Tabitha sat on the couch in Misfit Mansion eating snacks. "Boom Boom too?"

"You got it." Tabby said as took a sip of her soda. "We're transfer recruits. I guess you are too, at least for the moment."

"You not mind being around humans?" Catseye asked.

"The Joes are cool. They teach you all kinds of neat stuff." Tabitha said.

"You mean the finer points of explosions and demolitions and how to establish a betting pool?" Rahne looked at her.

"Best education I've ever had." Tabby smirked. "Besides the Joes are about as mutant friendly as anybody can be I guess…we're safe here."

BOOM! A sudden explosion dully echoed through the room. Catseye lept up and started turning in her feline form when Rahne talked her down.

"It's okay it's not an attack…" Rahne told her. "This is an army base. There are explosions here all the time."

"You mean Joes practicing?" Catseye asked.

"Not exactly." As if to underscore the point they heard voices shouting outside.

"I said I was sorry! It was an accident!"

"Bazooka you bubble-gum brain!" They heard Beach Head shouting. "That was my office you just blew up!"

"Yeah Bazooka, you twit." Jinx snapped. "Next time make sure Beach Head is IN his office **before** you blow it up!"

"I told you Leatherneck!" Wet Suit shouted. "I told you that Bazooka wouldn't be able to shoot straight after eating B.A.s food!"

"You did not!" Leatherneck shouted back. "Bazooka could never shoot straight anyway!"

"You ought to talk Jarhead!" Wetsuit snapped. "Everyone knows you're the worst shot in the unit!"

"No, you are!"

"No, you!"

"You!"

"You!"

"**You**!"

"**You**!" Then the sounds of fighting were heard, followed by another explosison.

"Bazooka!" Dial Tone shouted. "That was the guys **shower**!"

"Sorry!"

"Anyone got a towel?" Alpine called.

"This place strange." Catseye blinked.

"Yeah. You get used to it." Tabitha shrugged.

"Says the girl who makes energy bombs." Rahne rolled her eyes. Whatever retort Tabitha had was cut off when Sam suddenly appeared in front of them.

"Sammy?" Tabitha grinned as she sprang off the couch to hug her boyfriend. "Awww, it's so good of you to come visit and—what's this on your arm?" Tabitha asked as she felt something sticky. Catseye sniffed the air.

"Catseye smell blood."

"Yeah, me too." Rahne agreed. "We should probably get you to Lifeline Sam…"

"Girls...y'all better sit down." Sam said heavily. "I got bad news."

"How bad?" Rahne asked.

"The worst." It was the pained matter-of-fact finality that shocked the two X-Girls the most.

"What happened?" Tabby asked as she tugged on Sam's arm for him to join her on the couch. Sam shook it off and continued standing.

"The Institute was attacked." Sam sighed.

"Is **that** all?" Tabby snorted. "That happens practically every month! Twice during sweeps."

"Listen." Sam urged. "Emma Frost and the Hellions showed up looking for Catseye, thinking we had her…." Sam looked at Catseye as if noticing her for the first time. "Apparently, you all had her."

"Did they start fighting each other?" Rahne asked nervously. Catseye nodded the same thought clearly on her mind.

"No." Sam sighed. "Some mutant named Trevor Fitzroy showed up to get rid of Frost and Professor Xavier. There was a huge fight and—" He took a deep breath. "People died. OUR people"

Tabitha held her hands over her mouth. Catseye hissed in anger and shock. "Saint Andrew…" Rahne blanched, murmuring the name of Scotland's Patron Saint.

Sam turned to Catseye first. "Ah'm sorry but most of the Hellions are dead. Evan is okay and so is Emma Frost. Your sister—Celandine, was it?—got knocked out during the fight or something, but everyone else: Beef, Bevatron, Roulette, Tarot, and Jetstream are dead. Monet ran away."

Catseye was dumbstruck. True she really wasn't close to any of the Hellions save her sister and perhaps Evan but to hear that they were all dead, AND on top of everything to her…Rahne put her arm around Catseye.

"I'm sorry Sharon. It'll be okay though."

"I ain't so sure Rahne." Sam closed his eyes as a tear fell to the floor. "We lost friends too. We fought—we all did, but he was just so powerful…Everett, Tim, Danielle, Jesse, Ray, Roberto…" Sam looked up sadly at Rahne and Tabby. "…and Doug and Amara. They're gone. I'm so sorry."

"Amara? A-and the others…no, they can't be dead." Tabitha hiccupped as tears cascaded down. "It c-can't be…THIS ISN'T SUPPOSED TO HAPPEN! **Amara**!" Tabitha started crying in earnest as she realized that her best friend was dead. Sam held her tight.

Rahne found herself shaking uncontrollably. "Doug…" Catseye hugged her, seeing that she needed her.

"So sorry about your friends." Catseye whispered. Rahne buried her face in Catseye's shoulder as she cried for her friends. Doug's death was a hammerblow the two had become rather close of late.

It was a handful of minutes later that the Misfits transported back to the Pit, back from the meeting. Althea was the first in the door of Misfit Manor. "Guys we've got trouble! We—what happened?" She asked as she saw Rahne and Tabitha sobbing in the arms of Catseye and Sam.

Sam tersely explained the bare bones of what had happened even as he held Tabitha.

"Oh god…" Althea blanched when she heard the news. "This is horrible!"

"Worst. Day. Ever." Todd winced. "Can this day get any worse?"

"It can." Standing behind, radiating anger was Emma Frost in her diamond form, wearing a spare teleportation watch. "And **WILL...**if you don't explain why Catseye was with YOU this whole time!"

The Misfits looked at each other with worry as they realized that one of them had to tell her what had been done to Catseye, Emma's other foster daughter.

"Oh…crap." Todd gulped.


	47. Chapter 47

**A/N: For some reason I called Gilaad 'Gideon' all of the last chapter or two. I'll fix it in a bit. I must've been sleep-deprived or my meds were making me screwy… **

**Gilaad**: Yeah right! You just forgot my name because you haven't written for me in such a long time!

**Amira**: Well maybe if you were memorable for something other than being a prick…

**Gilaad**: Look just because we decided to have a drink to salute our fallen does not make me think of you as anything but a royal pain in the ass.

**Amira**: If you think that you can—

**Logan**: What the hell happened to all my beer?!

**Gilaad**: Sooo…where should we run? Canada?

**Amira**: Mexico.

**Gilaad**: Canada's closer.

**Amira**: You want us to run TOWARDS the homeland of the nut who's about to kill us? No thank you. If Logan is what Canada produces, I'll stick with Mexico!

**Gilaad**: Point. But Canada has free health care…which we're gonna need!

**Amira**: A good point too…but Canada isn't the 'great liberal democracy' everyone says it is. Try being a Quebecois, a member of First Nations, or a baby fur seal in Canada. THEN you can tell me what you think of—

**Will you just let me get on with the story?! Anyway…I forgot what I was going to say. Ah, screw it. **

&&&

Roadblock, Low Light, Cover Girl, Blind Master, Spirit, and Shipwreck rushed in when they heard Emma shouting.

"What's all the commotion?" Roadblock asked before he saw Emma. "Oh. NOW I have a notion."

"Must you always make with your insipid doggerel?" Emma snarled.

"He ain't being a in-spit dog-erm whatever you said." Fred said. "He was just rhyming, like he always does."

"Someone call the pound, a bitch got loose." Cover Girl said as she reached for her side arm.

"Don't even try it." Emma glared. Cover Girl winced and grabbed her head with her hands. "That was a rap on the knuckles…don't EVER try that again."

"How…" Cover Girl winced as Low Light and Roadblock helped her up. "The inhibitors…" Emma looked at her.

"While you're little inhibitors prevent me from reading your microscopic little minds—for the moment, at least—I don't HAVE to read them in order to reduce your brain to the equivalent of an overripe tomato. Now," Emma ignored the Handlers to turn back to the Misfits (plus Rahne, Tabby, Sam, and Catseye). "Someone had better explain to me why my daughter is here and it BETTER be for a good reason."

"Look I don't know what got your panties in a bunch this time," Low Light snorted. "And frankly Emma, I don't give a—"

"MY STUDENTS ARE DEAD!" Emma roared at him, verbally this time instead of mentally—though it wasn't that much of an improvement. "BEEF! BEVATRON! ROULETT! TAROT! JETSTREAM! THEY'RE ALL DEAD! AND I AM **NOT** GOING TO LOSE ANYONE ELSE! TO **ANYONE**!!!" She glared at the Joes who were shocked, both at the usually reserved—if bitchy—outburst of Emma AND the news she brought with her.

"Someone want to fill her in?" Blind Master covered his ears. "Before I go **deaf** in addition to being blind?"

"Yeah, we don't want you becoming Anne Frank." Todd agreed. Everyone looked at him strangely. Even Emma was temporarily sidetracked.

"Anne Frank?" Pietro asked him. Todd nodded. (&)

"Yeah, Anne Frank. You know, the girl that was all mwaaaah until the Miracle Worker showed up and knocked some smarts into her."

"You're talking about Helen Keller."

"No I'm not. I'm talking about Anne Frank. She was deaf, dumb, and blind."

"No she wasn't. **Helen** **Keller** was deaf, dumb, and blind!" Pietro snapped.

"Are you sure?" Todd scratched his head.

"Yep."

"Then who the heck is Anne Frank?"

"She's was the—" Pietro started. Emma felt a massive migraine come on.

"ENOUGH!" Emma snapped. "You all have two minutes to tell me what I want before I just **kill** all of you and ask Sharon later!"

"All right, all right!" Althea held her hands up. "The truth is…Pietro is the one who ought to tell you!"

"What?" Pietro yelped. "No way am I going to—ach!" He gasped as Emma's diamond hand closed itself around his throat.

"Tell me everything. NOW."

"Shouldn't we stop her?" Low Light asked.

"You wanna get in the way of an angry, mutant mom?" Spirit looked at him. "No thank you!"

"Besides, if she has to pound one of our kids it might as well be Pietro." Roadblock sighed. "Lord knows he would do something to deserve it soon anyway."

"It's like watching Star Wars." Xi whispered to Todd as he watched Emma.

"Which one?"

"Um, I'm not sure. I think it was one of the first three movies."

"Do you mean the first three movies to come out or the first three in the series?"

"I—" Todd winced as Emma sent a painful request to shut up through his and Xi's minds.

"Go on." Emma told Pietro as she loosened her hold around his throat…a little.

"We found Catseye in Boston." Pietro gasped. "She had been attacked by some other guys. We brought her back here to recover. That's all."

"You're lying." Emma said as she tightened her grip.

"How do you know?" Lance asked.

"One; I'm a parent **and** a teacher so I can bloody well tell when someone is lying to me, Two; I'm a telepath you idiot. I can still sense the elevated spike in his brain when he lies…even if I can't read his mind per se…and Third; It's **Pietro**." She gave him a look. "He **always** lies."

"Oh yeah." Lance said. "Stupid question, sorry."

"It's all right. I've come to expect them of you." Emma replied. "Now Pietro tell me what you're hiding from me about my daughter."

"Well, maybe she was a little more banged up than I led you to believe." Pietro wheezed. "Maybe she had a slight concussion, a few bruised ribs—was stripped naked and psychically raped—" he muttered quietly and quickly before continuing on. "Had a couple of nasty scratches, plus her hair was a mess! I mean, I tell you I know a thing or two about hair and hers was—GAAK!" Emma tightened her grip.

"What did you just say?" Emma trembled.

"Uh, that she had some bad cuts and scratches?" Pietro said weakly.

"**Before** that." She seethed.

"That she had a few bruised ribs? YIE!"

"And **after** that! Answer me now before I twist you into a pretzel!"

"Catseye was psychically attacked!" Pietro babbled. "Someone implanted fake memories in her mind so she'd think that she was raped!"

Everyone braced themselves for what they knew was coming. It didn't help in the slightest.

**_"WHAT?!" _**

Emma bellowed in a roar that made her earlier outburst seem like a whisper. Worse still was the fury her mind radiated telepathically to everyone within a five-hundred meter radius. She wasn't even aware that she was doing it.

Imagine taking a boulder and dropping it in a lake, the ripples move outwards and may soak some animal walking along the edge. Now imagine taking a nuclear device and dropping it in that same lake. The effect was rather similar. The best description of what happened however came from Roadblock who described it like 'having your brains smashed out by a slice of lemon wrapped round a large gold brick.'

Which was, incidentally, the effect described by most drinkers of the Pan-Galactic Gargle Blaster, the best drink in the universe…not that anyone in the room had heard of it or would care if they did…save perhaps Shipwreck. Oh dear, I've gotten off the subject haven't I? Darn Misfits…their insanity is contagious! Anyway…

"Rope it in!" Althea shouted at Emma as she clutched her head in agony. "Before you **kill** all of us…and Sharon!"

While the former didn't present much of a problem to Emma the later most certainly did. She, with no little effort, managed to reign in her rage and its telepathic side-effects.

"Who. Did. This?" Emma demanded when everyone had managed to pull themselves back up, the pain vanishing. "I'll kill the weasel responsible for this—"

"You can start by looking in mirror." Althea said flatly. "The one who did this was—to our best knowledge—Quentin Quire. You know? The same smarmy little bastard **you** recruited when you had the Hellions attack Sky High? He was a member of the Hellion wannabes who attacked us in Boston. Training more squads?"

"What are you **talking** about?" Emma demanded in her usual imperious, this time laced with confusion. "I haven't been training any other squads of Hellions…and I certainly wouldn't have that little pissant on it!"

"Say wha—? You **recruited** him…" Emma gave her a look.

"Please, like any of you people ask mutants to fill out a form before you recruit them. You grab first, ask questions later. How else do you explain him?" She jerked her thumb at Pyro. Everyone looked at him.

"What does **that** mean?" Pyro asked.

"She's got a point." Wanda admitted.

"No seriously, what does that mean? I don't get it." Pyro blinked.

"And you never will." Angelica groaned.

"Anyway, back onto Quire…He's an arrogant, sadistic little psychopath with a bad haircut." Emma groaned. "Found **THAT** out after he made all the squirrels at the Massachusetts Academy think they were birds and tried to fly…they were dropping out of trees left and right. What a mess."

"You know it's funny because my uncle made a living as a taxidermist by hunting down all the squirrels in our town and stuffing them." Fred said. "He had a sixth sense of knowing when a squirrel was scared. Anyway in a few months our town was squirrel free! Of course, it got out of hand a little when he started having meetings with them and dubbed them his 'squirrel army'...but then he had to trade them to another taxidermist in order to get a stuffed golden retriever to replace the one he lost when he went for a drive and left it on the roof. Did I mention that the dog was the mayor?"

"No but I'm **not** surprised." Wanda groaned.

"My **point** is" Emma looked exasperated. "That when I found out what a screwed up bastard he was I planned to put in some mental blocks in his mind…inhibit some of his power and cordon off the more **diseased** parts of his mind. But the little creep found out _somehow_ and vanished. Haven't seen him in weeks."

"Well he's running with a new crowd in Hellion uniforms." Althea told her. "Him, Mammoth from the HIVE Academy you took over, Ebon of the Dakota City Bang Babies…who else? Oh yeah, a telekinetic named Julian Keller, Empath—"

"Empath?!" Emma snarled. "I gave that little bastard the boot long ago!"

"We know. Proves even a broken watch can be right once a day." Xi murmured to Lance.

"—And Keller is one of MY students! The double-crossing little-"

"—and there was that girl with the pheromones." Wanda reminded Althea over Emma's rant.

"Oh **come** **ON**!" Emma groaned in pure exasperation. "Laurie **Garrison**? **Her** **too**?"

"What's the skinny on her?" Althea sighed, almost afraid to ask after the last couple of stories.

"Her father is a member of the Hellfire Club…no, not the Inner Circle," She waved off the question she knew was coming. "Not for a want of trying though. He's a mutant with the power to create pheromones that can cause anyone to do anything he wants. He used his powers to get rich and make himself a name as one of those 'You Can Be Rich Too If You Buy My Book To Success' jerk-offs."

"I hate those guys." Fred grimaced. "Why one time my cousin—"

"Don't want to hear it!" Emma cut him off. "It gets better. He's also a contender with Mystique and Magneto for the title of 'World's Worst Mutant Parent' a category the sailor isn't in only because he isn't a mutant." Emma added.

"No question." Althea nodded. Shipwreck looked offended. The Handlers didn't, for some reason.

"Anyway, Garrison sees a woman he likes. He uses his pheromones to force her to fall in love with him. He marries her and gets her pregnant. While she's pregnant she managed to become immune to her 'hubbys' pheromones and runs."

"He came after her and their daughter when he heard about a mutant girl of the right age with the same powers as her dear old dad. Sean sued his wife, used his pheromones so the judges and jurors would go his way…he even sabotaged her defense lawyer! To make a long story short—"

"Too late." Trinity called out. Emma ignored her.

"Garrison took everything his ex owned and got her locked up on kidnapping charges and enrolled his brat daughter in **my** school because he's a member of the Hellfire Club! If he didn't have a hand in forming these faux-Hellions behind my back I would be **very** surprised!"

"If you think he's such a prick why did you let him in?" Low Light demanded.

"I don't control recruitment or membership!" Emma snapped. "If I did, why is Donald Pierce still in the Club? It's certainly not for his open-mindedness or his manners or his intelligence or…"

"We **get** the idea." Shipwreck sighed.

"Well as informative as this is we have to figure out what to do now." Roadblock sighed. "I better go tell the General about all this, and then I'm getting plowed!"

"We'll head to back to the Institute." Emma said, putting her hand on Catseye's shoulder. "I should probably take these wayward students with me," she indicated Sam, Tabby, and Rahne.

"Shouldn't we arrest her?" Low Light asked.

"You can try." Emma looked at him. "If you think you can stop me from going back to my other daughter go right ahead."

"We should probably sort this out later." Althea sighed. "You guys go. We'll be with you soon, with any support you might need. And we'll bring your things." She said to Tabitha and Rahne.

Murmuring their thanks, they held onto Emma as she teleported herself back to the Institute.

Althea pursed her lips and blew and exasperated sigh. "Now what?"

No one had any good ideas.

&&&

(&) This routine is taken from Clerks II (c) Kevin Smith. Somehow, I just felt like this was a Misfit conversation waiting to happen.


	48. Chapter 48

"This isn't going to go over well." Wanda predicted as the Misfits and their Handlers headed towards General Hawk's office.

"Really? What's there for him to get mad at?" Pietro asked sarcastically. "I mean, besides the Institute getting attacked and half the student body being slaughtered or that we let Emma Frost stroll onto the Pit and out again without arresting her. Seriously, what's there to get upset over?"

"If there's nothing wrong then I guess you won't mind being the bearer of bad news?" Lance looked at him.

"Oh no you don't! Not again! Getting throttled by Frost was **quite** enough for one lifetime!" Pietro snapped.

"With most people that would be true." Fred snorted. "With you—"

"Shut up."

"Quiet in the peanut gallery." Althea said without looking back as they stopped outside Hawk's door. "This is going to be hard enough as it is so no one—and I mean this—**NO** **ONE** is going to do or say anything to aggravate General Hawk. You got it?"

Althea's answer came as a stapler came crashing through the door's window, spraying glass shards all over the hallway.

"Too late." Shane commented. Ignoring him, Althea reached for the doorknob but recoiled as a sudden stream of profanity greeted her from the other side of the door.

**"—OF ALL THE STUPID, IRRESPONSIBLE DUMBASSERY! WHEN I GET MY HANDS ON THOSE BASTARDS I'LL—AARRRRGH!" **

It went on in this vain for a while…usually peppered with more profanity.

"Think the General found out about the stolen underwear?" Brittany asked Daria and Quinn.

"Somehow I **don't** think that's it." Quinn gulped.

"Sir?" Althea raised her voice as she stepped towards the door again and pulled it open slowly. "We have something we need to report to you. It's really important—"

"I already know." Hawk said bitterly, raw anger buried just underneath the surface. "It's all over the news."

"I didn't think it would be public knowledge this fast." Todd blinked. "I mean, fires and attacks and stuff is just another day there isn't it?" Hawk looked at him quizzically.

"I never heard that Stamford had a reputation for trouble." He commented. Then his mouth twisted down. "Not that it'll ever be known for anything else ever again."

"Sir?" Althea asked in plain confusion. "What are you talking about?" Now it was Hawk's turn to look confused.

"Haven't you heard? It's been all over the news! Stamford, this small little town in Connecticut, was wiped out—destroyed—by some super-powered villains who decided to have a gang war in the middle of town! Hundreds of people were killed, including scores of children!"

"Oh my god…" Cover Girl went dead white. "If only we knew earlier, we could've done something..."

"We knew." Hawk spat out bitterly, hands clenched into fists. "When the fight started we were specifically ordered by the government and the Pentagon to stay out of it. Not to stop those monsters, not to approach Stamford, hell not to even **be** in Connecticut!"

"**WHAT**?!" Several people said it at the same time. Others asked, "**WHY**?!"

"Because the Powers That Be—" Hawk growled and everyone heard the capital letters, "Didn't want us—or any agency they didn't trust—getting involved. They kept us out, they kept the Justice League out—including the Avengers—as well as any group containing mutants or known to be friendly to them; We were deliberately kept out. Hell, I've heard they kept some non-official teams like the Young Avengers, the Teen Titans, and the New Warriors out at gunpoint."

"Maybe it's just as well." Althea suggested. "The New Warriors are idiots."

"True but I doubt even **they** could've made things worse." Hawk groaned. "Instead, the government sent in General Kincaid and the GRSO, supported by some regular army and national guard forces, plus some new group called 'Superhuman Restraint Unit' or, as they've become nicknamed in the Pentagon, the Cape-Killers."

"Why wouldn't they want us to help?" Low Light rocked back on his heels. "We're just about the only ones who could've stood a chance at stopping those bastards…and **WE'RE** the ones they kept out? What the friggin hell General?"

"The government didn't want to make it look as if they were dependant on mutants or super-powered beings in order to protect the people." Hawk ground out. "Instead they wanted to take the opportunity to test some new toys the high-forehead types drew up to stop people with superpowers…I guess they wanted to see if they could keep the League or mutants in line if the need ever arose."

Althea swore. "Are you telling us that hundreds of innocent people were allowed to die just so some agencies wouldn't look weak? That for the sake of _pride_ in the 'regular' human race was more important than **saving** **lives**?"

"That's **EXACTLY** what I'm telling you and you know it." Hawk snapped. Then his shoulders slumped and he sat back in his chair. "Sorry Wavedancer." He said as he rubbed his eyes. "I'm not in the best of moods."

"No one can blame you for that." Roadblock said, speaking for everyone. Hawk nodded gratefully. "What happened to the GRSO and the troops that **were** sent in?"

"They were wiped out." Hawk grunted. "**Then** the government decided to send in X-Factor…and X-Factor got its head handed to them. By the time the government FINALLY decided to call us and the League in…it was over. Except for counting and identifying the bodies."

Hawk nodded towards the TV that occupied a corner in his office. "They showed a satellite feed of Stamford during the…well, during. It's a short clip. You should probably want to see it. You can all stay here and watch…I've no need to see it again. Once was enough." With a stab of the remote, Hawk turned on the satellite footage of Stamford's destruction and then left.

No one said a word. The tape couldn't have been very long, but it sure seemed to. Scenes of destruction and chaos, punctuated by the more than occasional explosion dominated the scene. Some news agency had been thoughtful enough—if that's the word—to include the name and brief description of the villain as he or she…or it…appeared on the screen at the bottom.

It was an odd mixture of villains; some famous, others obscure. Some with big-time villains and others were usually regarded as a joke.

The Swarm, a Nazi super-scientist whose body was composed entirely of cosmically-radiated bees, battled with Queen Bee, an alien insect queen, and Killer Moth. Mutated bees and giant moths darkened the sky as they flew against one another…and against any poor soul who happened to be in their sight. Solomon Grundy roared as he checked the costumed-clad Rhino into a two-story house as Bane was thrown into a crowded parking lot by Rampage. A disgusting, oozing purple pus of a creature with green spots called Plasmus fought the actor-turned living mudman, Clayface. The Puppet King was smacked upside the face by Toyman's yo-yo. Hairbag, a being with the head of a man and the body of an ape—one of Mr. Sinister's Marauders, apparently on loan to Luthor—battled Monsieur Mallah, an ape with the mind of a man.

Two odd similarly themed teams: the Cadre; comprising of Crowbar, Fastball, Shatterfist, Nightfall and the members of the Wrecking Crew; Wrecker, Thunderball, Bulldozer, and Piledriver, duked it out with each other at a construction site with building tools and equipment.

Trident, the Atleantean criminal was socked in the face by Devil Ray (formerly known as Black Manta) and Dr. Destiny unleashed his mental powers against those of Mentallo. The super-strong mutant known as (were they serious?) Unus the Untouchable tossed around the villain Blackmass as Lady Lunar cleaned Pyscho Pirate's clock. Mr. Freize had Firefly pinned down behind what had once been Stamford's police station and Psimon floored Dr. Spectro.

Livewire stood atop a transformer tower and dueled with Electro, bolts of electricity and lightning flashing across the town, striking anyone unfortunate enough to get in their way.

The satellite feed captured more than just battles though. It showed collapsed buildings, rubble and shattered cars strewn across the city. And the bodies. Oh yes, the bodies. The ground was slick with spilled blood and broken bodies, soldiers and civilians alike, stomped out with nary a thought by the battling supervillains. A burnt out tank served as evidence that the National Guard and the Army had arrived to no avail.

The Misfits occasionally saw a familiar face of X-Factor arrive and try to save the people or stop the combatants. Willow was seen carrying several of the wounded away on stretchers made of vines. Telek tried to get between Livewire and Electro as they dueled with lightning atop a transformer tower. Angelica was physically sick when the mutant was electrocuted, on screen, until little remained of him but charred ashes and bone fragments. He wasn't alone. American Eagle was strangled by Omega Red's metallic tentacles. The fate of the other members of X-Factor was—perhaps mercifully—not shown.

The image then panned over to the Stamford elementary school. The Misfits watched faces pale as screaming children tried to get away from the battling villains. One of them they recognized as another one of Sinister's Marauders, Arclight. And the one he was fighting was…Althea checked the caption. Nitro.

"Oh god no…" She half-murmured half-prayed as Nitro was slammed into a school bus. He rose, his eyes full of menace and hate as he put his hand against the side of the bus. There was a white flash of an explosion and then static. That was the end.

General Hawk appeared behind them just as the picture was cut. "That's the end." Hawk sighed. "Rescue teams arrived on the scene not long afterwards. From what we could determine, there are **_at_** **_least_** five or six hundred dead. Probably more. None of them were apparently the villains who caused the damn massacre." He added bitterly. "This wasn't even a major fight. Just a little dustup as far as they were concerned. Already there've been others all across the country, across the entire world: Metropolis, Coast City, Hub City, Los Angeles, Rio de Janeiro, New York, Chicago, Paris, Buenos Aires, Rome, Berlin, Tokyo, Calcutta, London…None of them have been as bad as Stamford." Hawk assured them. "Most of them are small brawls that start and end before anyone can even show up to stop them."

"I guess the Institute was just the beginning." Wanda said, shaken. "What happens now?"

"There's word that they're going to pass the Registration Act." Hawk said bitterly. "But it's not going to just be for mutants anymore…anyone with super-powers: mutant, magic, or other, or even heroes with just good gadgetry and martial art skills are going to have to Register with the government and become employees…or face imprisonment. If it passes."

"Which it almost certainly will after this." Althea winced, feeling sick to her stomach. "This is bad. **_Very_** bad." That would do as an understatement until an even larger one came around.

"I wouldn't count on it." Everyone was taken aback at the sound of a new voice coming from behind them. Whirling around, they found themselves confronted with a frighteningly forceful looking man in a black cape and cowl; terror of criminals and embodiment of vengeance, the Dark Knight of Gotham City: Batman. "The Act hasn't been passed yet. This is far from over. Come with me if you want to see the one way it can be avoided. I doubt you'll like it though."

"If it avoids Registration and round-ups how bad can it be?" Todd wondered then cringed under the Batman's glare.

"After you see the solution, you tell me."


	49. Chapter 49

**A/N: Here we are! Final chapter for this story! But never fear, this storyline WILL be continued in my next story! Just saying ahead of time that nothing and no one in the ENTIRETY of this story is my property (except Gilaad, Amira, and Naomi). EVERYONE else belongs to Marvel, DC, Nickelodeon, DiC, Warner Brothers, or god knows who else. They are not mine! Got it? **

**Oh and by the way. If anyone reading this happens to own 'Pirates of the Caribbean: Dead Man's Chest,' put it on and go to the very end; right were Tia Dalma is explaining about having to go to World's End in order to bring back Jack Sparrow…and needing a guide who knows those waters. Pause it there. When I say, un-pause it. You don't have to of course; it's just that the ending of my story was inspired by the music playing at the very end of that movie. It'll add to effect. **

**It's been a long, crazy road and I hope you've enjoyed it as much as I have! I'll be seeing you all again…real soon. Until then, enjoy! **

&&&

Batman had a javelin waiting to take off. He didn't want them taking the Mass Device, not the least because he wanted to give them a chance to go over some of the situation reports J'onn J'onzz the Martian Manhunter and Mr. Terrific had provided. It didn't make for great reading.

Althea forced herself to read through it while the rest of her team either caught some much needed shut-eye or tried to keep their spirits up with their usual brand of insanity. She groaned at each new piece of news, it was happening so fast: Protests-cum-riots had marked the Stamford Massacre which had generally been co-opted by the Friends of Humanity—or for the more religious bigot, Purity—into anti-mutant riots. One of them was daring enough—or stupid enough—to stage a provocative march through the heart of Mutant Town, USA in New York.

The mutants were already angry and incensed over the loss of Charles Xavier—they had heard enough about the attack to assume that he was dead at the hands of humans and were not inclined to hear otherwise—went out and met the FOH-led rioters with the same force the human bigots used against them.

It was race riot. It, in turn, went and touched off another dozen across the continental USA and another two or three dozen internationally in mutant populated ghettos, slums, and _banlieues_. Hundreds of angry mutant-led protests mourned the loss of Charles Xavier, regarding the news that he was merely in a telepathic coma as merely dressing up the bad news. The Justice League had to step in and separate the rioters, lest the governments send in the army against the mutants…which would lead to a global Human-Mutant War. The League managed to keep a lid on things, but only just barely.

Magneto, furious at the slaughter at the Institute and Xavier's condition abandoned his previously held neutrality in the Upstart vs. Inner Circle warfare in the Hellfire Club and promised to hunt down anyone and everyone involved in the attack. When he learned that the late, unlamented Trevor Fitzroy was an associate of Mr. Sinister, it wasn't long before Magneto's Acolytes and Sinister's Marauders were carrying on their own smaller imitation of the Luthor vs. Grodd faction fight in the Supervillain Secret Society. They would even ally with one faction or the other, and then switch when they thought the other side was about to.

Certain governments and institutions seized upon the Stamford massacre—even those hostile to Americans as a rule—as an excuse to organize racist assaults on mutants or anyone suspected of being anything other than a 'pure' or 'normal' human being. People with genetic or congenital defects were slaughtered on the streets; hospitals, schools, even orphanages dealing with people with autism or DOWN syndrome were razed.

Everywhere religious extremists of all stripes—Christian and Jewish, Protestant and Catholic, Islamic and Hindu, Sunni and Shiite—pilloried as 'unholy, 'demons', 'the spawn of Satan,' and called the destruction of Stamford divine retribution for human 'tolerance!' of mutants, metahumans, magic-users, aliens or anyone else who wasn't a perfectly ordinary human being.

It was a mess.

To make things worse, many governments were preparing their own versions of the Superhuman Registration Act waiting only to see how the USA would react to Stamford. If America passed the act, then the entire world could. However, if the US didn't and the rest of the world did…then the US could become a veritable haven for mutants, metahumans, magical-types and the rest even as the rest of the world became depleted of them. That would give America a hideous edge in the Super Human Arms Race and make it stoppable. It was no small secret that there were agencies within the USA trying to counter the Justice League with a less neutral, more pro-American force of superheroes. The Registration Act was their attempt to do just that.

Althea stole a glance towards the cockpit of the Javelin. Batman sat silently as he navigated the vessel to its destination, which he **still** has neglected to mention. General Hawk wasn't attempting to press him for details so Althea figured she shouldn't either.

It wasn't too much longer before the javelin reached its destination: the Xavier Institute. Althea felt her stomach lurch and it wasn't just because Trinity was buzzing around the cockpit as Batman landed the ship. It was the sight of gaping holes in the walls and charred marks on the ground that did that; to say nothing of the spilled blood still staining the grass…

As the Misfits climbed out of the Javelin they noticed that the Institute was being guarded by a number of Justice Leaguers: Black Canary, Green Arrow, Ice, Fire (cousin to the late Roberto DaCosta), Stargirl, Captain Marvel, Spiderman, Booster Gold, Blue Beetle, Cloak and Dagger, and J'onn J'onzz.

"Someone's not taking any chances here." Althea murmured to herself as they were ushered inside. The Justice League's support staff was already repairing and cleaning the Institute. The X-Men—or what was left of them—were waiting for them upstairs in Xavier's study.

There was an awkward pause for a moment. No one seemed to know what to say. Finally Althea broke the silence. "I'm so sorry."

"Not your fault mermaid." Logan grunted.

"How are you guys holding up?" Lance asked. "What's going to happen without—" His next words died on his lips. COULD there be an Xavier Institute without Charles Xavier, let alone the X-Men?

Scott frowned, though for a change his annoyance wasn't directed at Lance himself. "We're staying open. The League has offered extra security. And—" He couldn't even finish. His mouth twisted from a frown to something not that far from an open snarl Logan would've been proud to claim.

"Scott, we've been over this. There really isn't any other choice." Jean sighed.

"What is it?" Todd asked, scratching his head. "What's got you guys so up in arms? I mean, I'm sure Storm or Beast will be able to handle whatever's going on, right?"

Althea explained "We knew you guys would stay open," She lied, "And decided to have a betting pool on who would take over. Storm was the favorite, but Beast was a close second…I mean with the Professor in a coma and Angel at Muir Island and Wolverine, well, being Wolverine certainly wouldn't be the best headmaster ever—No offense." Althea added parenthetically to Logan.

"None taken." He snorted.

"I mean, it's not like even you guys are crazy enough to make the Badger your new headmaster." Pietro said with a laugh…that died painfully when he saw the expressions on the X-Men's face. "You didn't make **Wolverine** in charge did you? **Please** tell me you didn't!"

"I wish." Scott spat. "It's—" **(&NOW!&)**

They were interrupted when the door to the Professor's study opened behind them. Everyone in the room: Justice Leaguer, GI Joe, X-Man, or Misfit turned around. Standing in the doorway in a new white uniform complete with the ubiquitous 'X' of the X-Men was none other than Emma Frost…the new headmistress of the Xavier Institute.

"Good day students…" She smiled. "School is back in session."

&&&

**THE END!!!**


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